0001171843-16-009319.txt : 20160421 0001171843-16-009319.hdr.sgml : 20160421 20160421170244 ACCESSION NUMBER: 0001171843-16-009319 CONFORMED SUBMISSION TYPE: 20-F PUBLIC DOCUMENT COUNT: 135 CONFORMED PERIOD OF REPORT: 20151231 FILED AS OF DATE: 20160421 DATE AS OF CHANGE: 20160421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CNINSURE INC. CENTRAL INDEX KEY: 0001413855 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 20-F SEC ACT: 1934 Act SEC FILE NUMBER: 001-33768 FILM NUMBER: 161584632 BUSINESS ADDRESS: STREET 1: 21/F, YINHAI BUILDING STREET 2: NO. 299 YANJIANG ZHONG ROAD CITY: GUANGZHOU STATE: F4 ZIP: 510110 BUSINESS PHONE: (86-20) 6122-2777 MAIL ADDRESS: STREET 1: 21/F, YINHAI BUILDING STREET 2: NO. 299 YANJIANG ZHONG ROAD CITY: GUANGZHOU STATE: F4 ZIP: 510110 20-F 1 f20f_041916p.htm FORM 20-F

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________________

 

FORM 20-F

_______________________________________________

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015.

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report. . . . . . . . . . . . . .

 

Commission file number: 001-33768

 

CNINSURE INC.

_______________________________________________

(Exact name of Registrant as specified in its charter)

 

N/A

_______________________________________________

(Translation of Registrant’s name into English)

 

Cayman Islands

_______________________________________________

(Jurisdiction of incorporation or organization)

 

27/F, Pearl River Tower

No. 15 West Zhujiang Road

Guangzhou, Guangdong 510623

People’s Republic of China

_______________________________________________

(Address of principal executive offices)

 

Peng Ge, Chief Financial Officer

Tel: +86 20 83883033

E-mail: gepeng@cninsure.net

Fax: +86 20 83883181

27/F, Pearl River Tower

No. 15 West Zhujiang Road

Guangzhou, Guangdong 510623

People’s Republic of China

_______________________________________________

 

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

Name of Each Exchange on Which Registered

Ordinary shares, par value US$0.001 per share*

American depositary shares, each representing 20 ordinary shares

The NASDAQ Stock Market LLC

(The NASDAQ Global Select Market)

*Not for trading, but only in connection with the listing on The NASDAQ Global Select Market of American depositary shares, each representing 20 ordinary shares.

 

 
 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

None

______________________

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

None

______________________

(Title of Class)

 

Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

1,155,059,526 ordinary shares, par value US$0.001 per share as of December 31, 2015

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes ☐  No ☒

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

Yes ☐  No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP ☒ International Financial Reporting Standards as issued Other ☐
  by the International Accounting Standards Board ☐  

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 

Item 17 ☐  Item 18 ☐

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ☐  No ☒

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

Yes ☐  No ☐

 

 
 

TABLE OF CONTENTS

 

INTRODUCTION 1
PART I 1
Item 1. Identity of Directors, Senior Management and Advisers 1
Item 2. Offer Statistics and Expected Timetable 1
Item 3. Key Information 1
Item 4. Information on the Company 28
Item 4A. Unresolved Staff Comments 56
Item 5. Operating and Financial Review and Prospects 56
Item 6. Directors, Senior Management and Employees 81
Item 7. Major Shareholders and Related Party Transactions 92
Item 8. Financial Information 93
Item 9. The Offer and Listing 94
Item 10. Additional Information 95
Item 11. Quantitative and Qualitative Disclosures about Market Risk 104
Item 12. Description of Securities Other than Equity Securities 104
PART II 106
Item 13. Defaults, Dividend Arrearages and Delinquencies 106
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 106
Item 15. Controls and Procedures 107
Item 16A. Audit Committee Financial Expert 108
Item 16B. Code of Ethics 109
Item 16C. Principal Accountant Fees and Services 109
Item 16D. Exemptions from the Listing Standards for Audit Committees 109
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 109
Item 16F. Change in Registrant’s Certifying Accountant 109
Item 16G. Corporate Governance 110
Item 16H. Mine Safety Disclosure 110
PART III 110
Item 17. Financial Statements 110
Item 18. Financial Statements 110
Item 19. Exhibits 111

 

 
 

INTRODUCTION

 

In this annual report, unless the context otherwise requires:

 

·“we,” “us,” “our company,” “our” or “CNinsure” refer to CNinsure Inc., its subsidiaries and our consolidated affiliated entities;

 

·“China” or “PRC” refers to the People’s Republic of China, excluding, solely for the purpose of this annual report, Taiwan, Hong Kong and Macau;

 

·“provinces” of China refers to the 22 provinces, the four municipalities directly administered by the central government (Beijing, Shanghai, Tianjin and Chongqing) and the five autonomous regions (Xinjiang, Tibet, Inner Mongolia, Ningxia and Guangxi);

 

·“shares” or “ordinary shares” refers to our ordinary shares, par value US$0.001 per share;

 

·“ADSs” refers to our American depositary shares, each of which represents 20 ordinary shares;

 

·“consolidated affiliated entities” refers to Shenzhen Xinbao Investment Management Co., Ltd., or Xinbao Investment and its subsidiaries and prior to January 2016 also referred to Shenzhen Dianliang Information Technology Co., Ltd., or Dianliang Information;

 

·all references to “RMB” or “Renminbi” are to the legal currency of China, all references to “US$” and “U.S. dollars” are to the legal currency of the United States and all references to “HK$” and “HK dollars” are to the legal currency of the Hong Kong Special Administrative Region; and

 

·all discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.

 

PART I

 

Item 1.Identity of Directors, Senior Management and Advisers

 

Not Applicable.

 

Item 2.Offer Statistics and Expected Timetable

 

Not Applicable.

 

Item 3.Key Information

 

A.Selected Financial Data

 

The following selected consolidated statements of income (loss) data for the years ended December 31, 2013, 2014 and 2015 and the consolidated balance sheets data as of December 31, 2014 and 2015 have been derived from our audited consolidated financial statements, which are included in this annual report beginning on page F-1. The selected consolidated statements of income (loss) data for the years ended December 31, 2011 and 2012 and the selected consolidated balance sheets data as of December 31, 2011, 2012 and 2013 have been derived from our audited consolidated financial statements, which are not included in this annual report.

 

On March 25, 2011, we disposed of our 55% equity interest in Datong International Holding Limited and its subsidiaries, or Datong, which were primarily engaged in the distribution of life insurance products. Following the sale of Datong, we present our financial results for the years ended December 2011 on both a continuing and discontinued basis. Profits and losses related to Datong were presented as discontinued operations while profits and losses for the remaining business were presented as continuing operations. Our historical results do not necessarily indicate results expected for any future periods. The selected consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated financial statements and related notes and “Item 5.Operating and Financial Review and Prospects” below. Our audited consolidated financial statements are prepared and presented in accordance with U.S. GAAP.

 

-1-
 

In the first quarter of 2014, we realigned our financial reporting structure into three business segments that more accurately reflect our organizational structure and changing business mix. Under the realigned business structure, our business is divided into three reporting operating segments: (1) insurance agency, (2) insurance brokerage, and (3) claims adjusting. See “Item 4. Information on the Company — B. Business Overview — Segment Information.” Historical results reflecting the new business segments for 2011, 2012 and 2013 were also restated.

 

 

 

 

 

 

 

 

 

 

-2-
 

   For the Year Ended December 31,
   2011  2012  2013  2014  2015
   RMB  RMB  RMB  RMB  RMB  US$
   (in thousands, except shares, per share and per ADS data)
Consolidated Statement of Income (Loss) Data                              
Net revenues:                              
Agency    1,279,762    1,305,310    1,418,512    1,624,410    2,155,264    332,716 
Brokerage    29,234    48,855    63,418    232,620    369,198    56,994 
Claims adjusting    202,003    217,497    261,206    292,981    303,846    46,906 
Other services    5,676    14,455    13,888             
Total net revenues    1,516,675    1,586,117    1,757,024    2,150,011    2,828,308    436,616 
Operating costs and expenses:                              
Agency    (685,889)   (936,246)   (1,094,843)   (1,261,888)   (1,675,261)   (258,616)
Brokerage    (10,477)   (29,716)   (47,351)   (185,593)   (293,875)   (45,366)
Claims adjusting    (100,477)   (113,697)   (142,245)   (167,676)   (181,370)   (27,999)
Other services        (6,150)   (8,933)            
Total operating costs    (796,843)   (1,085,809)   (1,293,372)   (1,615,157)   (2,150,506)   (331,981)
Selling expenses    (77,802)   (78,449)   (96,461)   (107,263)   (143,279)   (22,118)
General and administrative expenses(1)    (333,281)   (356,033)   (349,205)   (396,692)   (456,001)   (70,394)
Impairment loss on goodwill and intangible assets    (1,057,522)                    
Total operating costs and expenses    (2,265,448)   (1,520,291)   (1,739,038)   (2,119,112)   (2,749,786)   (424,493)
Income (loss) from operations    (748,773)   65,826    17,986    30,899    78,522    12,123 
Other income , net:                              
Investment income            8,886    44,240    65,624    10,131 
Interest income    52,031    90,323    84,250    82,251    57,234    8,835 
Finance cost        (2,439)                
Others, net    22,436    6,742    (4,601)   2,330    13,042    2,013 
Income (loss) from continuing operations before income taxes and income of affiliates and discontinued operations    (674,306)   160,452    106,521    159,720    214,422    33,102 
Income tax expense    (84,030)   (50,373)   (27,158)   (24,289)   (25,865)   (3,993)
Share of income of affiliates    14,246    14,658    20,621    30,649    26,924    4,156 
Net income (loss) from continuing operations    (744,090)   124,737    99,984    166,080    215,481    33,265 
Net income from discontinued operations, net of tax    127,553                     
Net income (loss)    (616,537)   124,737    99,984    166,080    215,481    33,265 
Less: Net (loss) income attributable to the noncontrolling interests    (317,163)   (5,773)   4,341    4,320    5,395    833 
Net income (loss) attributable to the Company’s shareholders    (299,374)   130,510    95,643    161,760    210,086    32,432 
Net income (loss) per share:                              
Basic:                              
Net income (loss) from continuing operations    (0.43)   0.13    0.10    0.16    0.18    0.03 
Net income from discontinued operations    0.13                     
Net income (loss)    (0.30)   0.13    0.10    0.16    0.18    0.03 
Diluted:                              
Net income (loss) from continuing operations    (0.43)   0.13    0.10    0.16    0.17    0.03 
Net income from discontinued operations    0.13                     
Net income (loss)   (0.30)   0.13    0.10    0.16    0.17    0.03 

 

-3-
 
   For the Year Ended December 31,
   2011  2012  2013  2014  2015
   RMB  RMB  RMB  RMB  RMB  US$
   (in thousands, except shares, per share and per ADS data)
Net income (loss) per ADS:                              
Basic:                              
Net income (loss) from continuing operations    (8.51)   2.60    1.92    3.22    3.65    0.56 
Net income from discontinued operations    2.54                     
Net income (loss)    (5.97)   2.60    1.92    3.22    3.65    0.56 
Diluted:                              
Net income (loss) from continuing operations    (8.51)   2.60    1.91    3.19    3.49    0.54 
Net income from discontinued operations    2.54                     
Net income (loss)    (5.97)   2.60    1.91    3.19    3.49    0.54 
Shares used in calculating net income (loss) per share:                              
Basic    1,002,810,673    1,002,308,275    998,861,526    1,005,842,212    1,151,705,374    1,151,705,374 
Diluted    1,002,810,673    1,005,301,969    1,000,570,018    1,012,591,387    1,203,323,521    1,203,323,521 
Dividends declared per share(2)                         

_____________________

 

(1)Including share-based compensation expenses of RMB57.0 million, RMB66.9 million, RMB45.3 million, RMB23.6 million and RMB17.7 million (US$2.7 million) for the years ended December 31, 2011, 2012, 2013, 2014 and 2015, respectively.

 

   As of December 31,
   2011  2012  2013  2014  2015
   RMB  RMB  RMB  RMB  RMB  US$
   (in thousands)
Consolidated Balance Sheet Data:                              
Cash and cash equivalents    2,222,160    2,525,618    2,288,623    2,103,068    1,115,266    172,167 
Total current assets    2,898,414    2,993,900    3,177,801    3,301,726    3,513,061    542,324 
Total assets    3,280,996    3,400,789    3,560,730    3,748,486    4,014,428    619,721 
Total current liabilities    328,309    318,539    339,425    335,440    488,448    75,403 
Total liabilities    402,001    392,882    413,968    414,226    580,859    89,669 
Noncontrolling interests    124,948    113,527    118,665    123,508    116,139    17,929 
Total equity    2,878,995    3,007,907    3,146,762    3,334,260    3,433,569    530,052 
Total liabilities and shareholders’ equity    3,280,996    3,400,789    3,560,730    3,748,486    4,014,428    619,721 

 

 

Exchange Rate Information

 

Our business is primarily conducted in China and all of our revenues are denominated in RMB. This annual report contains translations of RMB amounts into U.S. dollars at specific rates solely for the convenience of the readers. Unless otherwise noted, all translations from RMB to U.S. dollars in this annual report were made at a rate of RMB6.4778 to US$1.00, the noon buying rate in effect as of December 31, 2015 in The City of New York for cable transfers of RMB, as set forth in H.10 weekly statistical release of the Federal Reserve Bank of New York. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. On April 15, 2016, the noon buying rate was RMB6.4730 to US$1.00.

 

-4-
 

The following table sets forth information concerning exchange rates between the RMB and the U.S. dollar for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this annual report or will use in the preparation of our future periodic reports or any other information to be provided to you.

 

   Noon Buying Rate
   (RMB per US$1.00)
Period  Period
End
  Average(1)  Low  High
             
2011   6.2939    6.4475    6.6364    6.2939 
2012   6.2301    6.2990    6.3879    6.2221 
2013   6.0537    6.1412    6.2438    6.0537 
2014   6.2046    6.1704    6.2591    6.0402 
2015   6.4778    6.2869    6.4896    6.1870 
October    6.3180    6.3505    6.3591    6.3180 
November    6.3883    6.3640    6.3945    6.3180 
December    6.4778    6.4491    6.4896    6.3883 
2016                    
January    6.5752    6.5726    6.5932    6.5219 
February    6.5525    6.5501    6.5795    6.5154 
March    6.4480    6.5027    6.5500    6.4480 
April (through April 15)    6.4730    6.4713    6.4810    6.4580 

 

Source: H.10 weekly statistical release of the Federal Reserve Bank of New York

 

(1)Annual averages are calculated from month-end rates. Monthly averages are calculated using the average of the daily rates during the relevant period.

 

B.Capitalization and Indebtedness

 

Not Applicable.

 

C.Reasons for the Offer and Use of Proceeds

 

Not Applicable.

 

D.Risk Factors

 

Risks Related to Our Business and Our Industry

 

If our investments in our mobile and online platforms are not successful, our business and results of operations may be adversely affected.

 

We have devoted significant efforts to developing and managing our mobile and online platforms. On January 1, 2012, we launched Baowang (www.baoxian.com), an online insurance platform which allows customers to search for and purchase a wide range of insurance products, including travel insurance, accident insurance and homeowner insurance from various insurance carriers. In October 2012, we launched CNpad, the mobile workstation of our proprietary sales support system, which enables sales agents to help their clients compare price, policy benefits and services from different insurance carriers’ policies, and to apply for and complete the purchase of the policy that best suits their clients’ needs anywhere and anytime. In August 2014, we unveiled eHuzhu (www.ehuzhu.com), an online non-profit mutual aid platform that provides low-cost risk-protection programs on a mutual aid basis among program members. In August 2014, we also rolled out Chetong.net (www.chetong.net), an online-to-offline public service platform for the insurance industry that integrates claims adjustment and auto service resources from around the country to provide claims services such as damage assessment and loss estimations. In 2015, we sold approximately 80% of the equity interests in the operating entity of Chetong.net to its management and employees. In the next few years, we intend to continue to devote significant resources to improving the technology and content of our existing online and mobile initiatives and launching marketing campaigns to increase consumer awareness of these online and mobile solutions or platforms. However, our efforts to develop our mobile and online platforms may not be successful or yield the benefits that we anticipate due to our limited experience in the online and mobile insurance distribution business. In addition, our expansion may depend on a number of factors, many of which are beyond our control, including but not limited to:

 

-5-
 

·the effectiveness of our marketing campaign to build brand recognition among consumers and our ability to attract and retain customers;

 

·the acceptance of third-party e-commerce platforms as an effective channel for underwriters to distribute their insurance products;

 

·the acceptance of CNpad as an effective tool for sales agents;

 

·public concerns over security of e-commerce transactions and confidentiality of information;

 

·increased competition from insurance companies which directly sell insurance products through their own websites, call centers, portal websites which provide insurance product information and links to insurance companies’ websites, and other professional insurance intermediary companies which may launch independent websites in the future;

 

·further improvement in our information technology system designed to facilitate smoother online transactions; and

 

·further development and changes in applicable rules and regulations which may increase our operating costs and expenses, impede the execution of our business plan or change the competitive landscape.

 

On July 27, 2015, the China Insurance Regulatory Commission, or CIRC, promulgated the Interim Measures for the Supervision of Internet Insurance Business, or Interim Measures, which immediately became effective and sets forth the qualifications and procedures for insurance intermediaries to operate internet insurance businesses in China. Since online insurance distribution has emerged only recently in China and is evolving rapidly, the CIRC may implement new laws and regulations to govern this sector from time to time. As advised by our PRC counsel, we have obtained the necessary approvals and licenses and our operations meet the qualification requirements of the Interim Measures. However, we cannot assure you that our operations will always be consistent with the changes and further development of regulations applicable to us or we will be able to obtain necessary approvals and licenses as required on a timely basis.

 

Any failure to successfully identify the risks as part of our expansion into the online and mobile insurance distribution business may have a material adverse impact on our growth, business prospects and results of operations, which could lead to a decline in the price of our ADSs.

 

In addition, our efforts to enhance our technological capabilities and establish a leading position in the online and mobile insurance distribution and online claims settlement markets require us to incur significant research and development and marketing expenses which may adversely impact our profitability in the near term.

 

If we fail to attract and retain productive agents, especially entrepreneurial agents, and qualified claims adjustors, our business and operating results could be materially and adversely affected.

 

A substantial portion of our sales of property and casualty insurance products and all of our sales of life insurance products are conducted through our individual sales agents, who are not our employees. Some of these sales agents are significantly more productive than others in generating sales. In recent years, some entrepreneurial management staff or senior sales agents of major insurance companies in China have chosen to leave their employers or principals and become independent agents. We refer to these individuals as entrepreneurial agents. An entrepreneurial agent is usually able to assemble and lead a team of sales agents. We have been actively recruiting and will continue to recruit entrepreneurial agents to join our distribution and service network as our sales agents. Entrepreneurial agents have been instrumental to the development of our life insurance business. In addition, we rely entirely on our in-house claims adjustors to provide claims adjusting services. Because claims adjustment requires technical skills, the technical competence of claims adjustors is essential to establishing and maintaining our brand image and relationships with our customers. If we are unable to attract and retain the core group of highly productive sales agents, particularly entrepreneurial agents, and qualified claims adjustors, our business could be materially and adversely affected. Competition for sales personnel and claims adjustors from insurance companies and other insurance intermediaries may also force us to increase the compensation of our sales agents, in-house sales representatives and claims adjustors, which would increase operating costs and reduce our profitability.

 

-6-
 

Because our industry is highly regulated, any material changes in the regulatory environment could change the competitive landscape of our industry or require us to change the way we do business. The administration, interpretation and enforcement of the laws and regulations currently applicable to us could change rapidly. If we fail to comply with applicable laws and regulations, we may be subject to civil and criminal penalties or lose the ability to conduct business with our clients, which could materially and adversely affect our business and results of operations.

 

We operate in a highly regulated industry. The laws and regulations applicable to us are evolving and may change rapidly. We could be required to spend significant time and resources in complying with any material changes in the regulatory environment, which could change the competitive environment of our industry significantly and cause us to lose some or all of our competitive advantages. The attention of our management team could be diverted to these efforts to comply or cope with an evolving regulatory or competitive environment. For example, the PRC Insurance Law and related regulations were amended in 2002, 2009, 2014 and 2015. The 2015 amendments involved a number of significant changes to the regulatory regime, including eliminating the requirement for any insurance agent, broker or claims adjusting practitioners to obtain a qualification certificate issued by the CIRC. The elimination of the certificate requirement may result in an increase in competition for our business and in misconduct by sales or service persons, in particularly sales misrepresentation. In addition, the general increase in misconduct in the industry could potentially harm the reputation of the industry and have an adverse impact on our business.

 

The CIRC has extensive authority to supervise and regulate the insurance industry in China. In exercising its authority, the CIRC is given wide discretion, and the administration, interpretation and enforcement of the laws and regulations applicable to us involve uncertainties that could materially and adversely affect our business and results of operations. The People’s Bank of China and other government agencies may promulgate new rules governing online financial services. In July 2015, ten government agencies including the People’s Bank of China, the Ministry of Finance and CIRC promulgated a guidance letter on how to promote the healthy growth of internet finance services, which set forth the principles of supervising based on the rule of law, appropriate level of regulation, proper categorization, cooperation among different government agencies and promoting innovation. Not only may the laws and regulations applicable to us change rapidly, but it is sometimes unclear how they apply to our business. For example, the laws and regulations applicable to our online and mobile platforms may be unclear. Errors created by our products or services may be determined or alleged to be in violation of the applicable laws and regulations. Any failure of our products or services to comply with these laws and regulations could result in substantial civil or criminal liability; could adversely affect demand for our services; could invalidate all or portions of some of our customer contracts; could require us to change or terminate some portions of our business; could require us to refund portions of our services fees; could cause us to be disqualified from serving customers; and could have a material and adverse effect on our business.

 

Although we have not had any material violations to date, we cannot assure you that our operations will always comply with the interpretation and enforcement of the laws and regulations implemented by the CIRC. Any determination by a provincial or national government agency that our activities or those of our vendors or customers violate any of these laws could subject us to civil or criminal penalties, could require us to change or terminate some portions of our operations or business, or could disqualify us from providing services to insurance companies or other customers; and, thus could have an adverse effect on our business.

 

Our business could be negatively impacted if we are unable to adapt our services to regulatory changes in China.

 

China’s insurance regulatory regime is undergoing significant changes. Some of these changes and the further development of regulations applicable to us may result in additional restrictions on our activities or more intensive competition in this industry. For example, both the Provisions on the Supervision of Professional Insurance Agencies and the Provisions on the Supervision of Insurance Brokerages were amended in December 2015. Pursuant to these amendments, an insurance agency or brokerage firm is allowed to apply for a business permit from the CIRC and a business license from the local administration of industry and commerce, or AIC, simultaneously while previously an insurance agency or brokerage firm had to obtain a business permit issued by the CIRC before it could apply for a business license from and register with the relevant local AIC. Prior approval by the CIRC is no longer required for an insurance agency or brokerage firm to establish or divest a branch office or subsidiary. In addition, pursuant to the amendment to the Provisions on the Supervision of Insurance Claims Adjusting Firms, insurance claim adjusting firms are no longer required to have a minimum registered capital of RMB2 million. See “Item 4. Information on the Company — B. Business Overview — Regulation.” These changes may accelerate the growth of professional insurance intermediaries in China and intensify competition among insurance agencies, insurance brokerage firms and claims adjusting firms. Our business operations and growth outlook could be materially and adversely affected if we cannot adapt our business to the regulatory and industry changes.

 

-7-
 

In July 2014, the CIRC promulgated the Consultation Paper of the Rules on Deepening the Pricing Reform of Commercial Auto Insurance Policies, allowing insurers to set their own premium rates for auto insurance policies based on a new pricing model. Under the new pricing model, the premium of an auto insurance policy will be determined based on pure risk premium, loadings and premium adjustment factors, and the pricing in both direct sales and through intermediary channels will be based on the same pricing model. In January 2015, the CIRC promulgated the Guidelines on Deepening the Pricing Reform of Commercial Auto Insurance Policies, granting insurers more flexibility in auto insurance premiums based on their own operational conditions. The pilot program of deregulation reform of regulatory regime on auto insurance pricing was implemented in six provinces in China in June 2015 and was expanded to an additional 12 provinces in January 2016. The implementation of the pilot program may lead to a decline in premium rate and commission rate that we receive from insurance companies, which would adversely impact our business.

 

Our business and prospects could be materially and adversely affected if we are not able to manage our growth successfully.

 

We commenced our insurance intermediary business in 1999 and have expanded our operations substantially in recent years. Our distribution and service networks expanded from one company in one province to 34 insurance agencies, two insurance brokerages and three claims adjusting firms in 29 provinces as of March 31, 2016. Meanwhile, we have broadened our service offerings from the distribution of only automobile insurance products to cover a wide variety of property and casualty insurance and life insurance products and insurance claims adjusting services. Since 2011, we have devoted significant efforts to developing our mobile and online platforms and expect they will be a critical driver to our future business growth. We conduct our claims adjustment operations in China through our subsidiary CNinsure Insurance Surveyors & Loss Adjustors Co., Ltd., or CISLA. As part of our growth strategy, CISLA filed an application in November 2015 with the National Equities Exchange and Quotations, or NEEQ, to list on the New Third Board, an emerging over-the-counter stock market for medium- and small-cap companies in China. We expect the listing of CISLA to enhance its brand recognition, help attract top talent and allow it to raise capital more efficiently to fund its expansion, all of which are essential to the growth of our claims adjustment business. We anticipate continued growth in the future through multiple means. Our expansion has placed, and will continue to place, substantial demands on our managerial, operational, technological and other resources. To manage and support our continued growth, we must continue to improve our operational, administrative, financial and technological systems, procedures and controls, and expand, train and manage our growing employee and agent base. Furthermore, our management will be required to maintain and expand our relationships with insurance companies, other insurance intermediaries, regulators and other third parties. We cannot assure you that our current and planned personnel, systems, procedures and controls will be adequate to support our future operations. We also cannot assure you that new product and platform offerings will be accepted by consumers or other industry participants or that we will be able to successfully integrate new products into our greater insurance service platform. Any failure to effectively and efficiently manage our expansion could materially and adversely affect our ability to capitalize on new business opportunities, which in turn could have a material adverse effect on our results of operations.

 

We may be unsuccessful in identifying and acquiring suitable acquisition candidates, which could adversely affect our growth.

 

Since our initial public offering in October 2007, we have significantly expanded our operations through a number of acquisitions. We expect some portion of our future growth to come from acquisitions of high-quality independent insurance intermediary companies or companies that can complement our existing business and help improve our customers’ experience. There is no assurance that we can successfully identify suitable acquisition candidates. Even if we identify suitable candidates, we may not be able to complete an acquisition on terms that are commercially acceptable to us. In addition, we compete with other entities to acquire high-quality independent insurance agencies, brokerages and claims adjusting firms. Our competitors may be able to outbid us for these acquisition targets. If we are unable to complete acquisitions, our growth strategy may be impeded and our earnings or revenue growth may be negatively affected.

 

-8-
 

If we fail to integrate acquired companies efficiently, or if the acquired companies do not perform to our expectations, our business and results of operations may be adversely affected.

 

Even if we succeed in acquiring other insurance agencies, brokerages and claims adjusting firms, our ability to integrate an acquired entity and its operations is subject to a number of factors. These factors include difficulties in the integration of acquired operations and retention of personnel, especially the sales agents who are not employees of the acquired company, entry into unfamiliar markets, unanticipated problems or legal liabilities, tax and accounting issues. The need to address these factors may divert management’s attention from other aspects of our business and materially and adversely affect our business prospects. In addition, costs associated with integrating newly acquired companies could negatively affect our operating margins.

 

Furthermore, the acquired companies may not perform to our expectations for various reasons, including legislative or regulatory changes that affect the insurance products in which a company specializes, the loss of key clients after the acquisition closes, general economic factors that impact a company in a direct way and the cultural incompatibility of an acquired company’s management team with us. If an acquired company cannot be operated at the same profitability level as our existing operations, the acquisition would have a negative impact on our operating margin. Our inability to successfully integrate an acquired entity or its failure to perform to our expectations may materially and adversely affect our business, prospects, results of operations and financial condition.

 

Competition in our industry is intense and, if we are unable to compete effectively, we may lose customers and our financial results may be negatively affected.

 

The insurance intermediary industry in China is highly competitive, and we expect competition to persist and intensify. In insurance product distribution, we face competition from insurance companies that use their in-house sales force, exclusive sales agents, telemarketing and internet channels to distribute their products, and from business entities that distribute insurance products on an ancillary basis, such as commercial banks, postal offices and automobile dealerships, as well as from other professional insurance intermediaries. In our claims adjusting business, we primarily compete with other independent claims adjusting firms. We compete for customers on the basis of product offerings, customer services and reputation. Many of our competitors have greater financial and marketing resources than we do and may be able to offer products and services that we do not currently offer and may not offer in the future. If we are unable to compete effectively against those competitors, we may lose customers and our financial results may be negatively affected.

 

Our proposed listing of the shares of CISLA on a stock exchange in China may not be successfully, and the listing may not provide its anticipated benefits and could negatively impact holders of our ADSs.

 

In November 2015, CISLA filed an application with the NEEQ to list on the New Third Board in China. In January 2016, the NEEQ reportedly informed brokerage firms that the listings of all non-mainstream financial services companies will be temporarily suspended. It is unclear whether or not CISLA will be treated as a non-mainstream financial services company and how the decision may affect the listing of CISLA. But it may prolong the review process by the NEEQ and increase uncertainty as to when and whether the listing application will be approved. The proposed listing may not be successful and we may incur substantial costs in connection with the proposed listing.

 

We conduct our claims adjustment operations in China through CISLA, which in 2015 accounted for 10.7% of our total net revenues. We are currently the largest shareholder of CISLA and own 44.7% of the equity interests in CISLA. We expect to continue to exercise substantial control over CISLA and to consolidate CISLA's results into our financial statements, even after the proposed listing. However, we cannot assure you that we will be able to continue to consolidate the financial statements of CISLA in the future. Accounting standards relating to consolidation, and their interpretation, have changed and may continue to change. If we are not able to continue to consolidate CISLA according to applicable accounting standards in the future, we may not be able to receive the benefits from the listing.

 

Even if CISLA remains our consolidated subsidiary, the ownership interest of our ADS holders in the earnings of CISLA’s operations could be diluted, depending on the amount of capital raised and the manner in which that cash is raised, being debt or equity. Volatility in the trading price of our ADSs may increase due to volatility in CISLA’s trading price on the NEEQ. Further, capital raised by issuing shares of CISLA may not be sufficient to fund CISLA’s capital needs. CISLA’s operations as a company traded on NEEQ may require other resources.

 

-9-
 

Because the commission and fee revenue we earn on the sale of insurance products is based on premiums, commission and fee rates set by insurance companies, any decrease in these premiums, commission or fee rates may have an adverse effect on our results of operations.

 

We are engaged in the insurance agency, insurance brokerage and claims adjusting businesses and derive revenues primarily from commissions and fees paid by the insurance companies whose policies our customers purchase and to whom we provide claims adjusting services. The commission and fee rates are set by insurance companies and are based on the premiums that the insurance companies charge or the amount recovered from insurance companies. Commission and fee rates and premiums can change based on the prevailing economic, regulatory, taxation-related and competitive factors that affect insurance companies. These factors, which are not within our control, include the ability of insurance companies to place new business, underwriting and non-underwriting profits of insurance companies, consumer demand for insurance products, the availability of comparable products from other insurance companies at a lower cost, the availability of alternative insurance products such as government benefits and self-insurance plans, as well as the tax deductibility of commissions and fees and the consumers themselves. In addition, premium rates for certain insurance products, such as the mandatory automobile liability insurance that each automobile owner in the PRC is legally required to purchase, are tightly regulated by CIRC.

 

Because we do not determine, and cannot predict, the timing or extent of premium or commission and fee rate changes, we cannot predict the effect any of these changes may have on our operations. Any decrease in premiums or commission and fee rates may significantly affect our profitability. In addition, our budget for future acquisitions, capital expenditures and other expenditures may be disrupted by unexpected decreases in revenues caused by decreases in premiums or commission and fee rates, thereby adversely affecting our operations.

 

Quarterly and annual variations in our commission and fee revenue may have unexpected impacts on our results of operations.

 

Our commission and fee revenue is subject to both quarterly and annual fluctuations as a result of the seasonality of our business, the timing of policy renewals and the net effect of new and lost business. Historically, our commission and fee revenue, particularly revenue derived from distribution of property and casualty insurance products, for the fourth quarter of any given year has been the highest among all four quarters, while our commission and fee revenue for the first quarter of any given year has been the lowest among all four quarters. The factors that cause the quarterly and annual variations are not within our control. Specifically, consumer demand for insurance products can influence the timing of renewals, new business and lost business, which generally includes policies that are not renewed, and cancellations. As a result, you may not be able to rely on quarterly or annual comparisons of our operating results as an indication of our future performance.

 

If our contracts with insurance companies are terminated or changed, our business and operating results could be adversely affected.

 

We primarily act as agents for insurance companies in distributing their products to retail customers. We also provide claims adjusting services principally to insurance companies. Our relationships with the insurance companies are governed by agreements between us and the insurance companies. We have entered into strategic partnership agreements with most of our major insurance company partners for the distribution of life, property and casualty insurance products and the provision of claims adjusting services at the corporate headquarters level. While this approach allows us to obtain more favorable terms from insurance companies by combining the sales volumes and service fees of our affiliated insurance agencies, brokerages and claims adjusting firms, it also means that the termination of a major contract could have a material adverse effect on our business. Under the framework of the headquarter-to-headquarter agreements, our affiliated insurance agencies, brokerages and claims adjusting firms generally also enter into contracts at a local level with the respective provincial, city and district branches of the insurance companies. Generally, each branch of these insurance companies has independent authority to enter into contracts with our affiliated insurance agencies, brokerages and claims adjusting firms, and the termination of a contract with one branch has no significant effect on our contracts with the other branches. See “Item 4. Information on the Company — B. Business Overview — Insurance Company Partners.” These contracts establish, among other things, the scope of our authority, the pricing of the insurance products we distribute and our fee rates. These contracts typically have a term of one year and some of them can be terminated by the insurance companies with little advance notice. Moreover, before or upon expiration of a contract, the insurance company that is a party to that contract may agree to renew it only with changes in its material terms, including the amount of commissions and fees we receive, which could reduce our revenues from that contract.

 

-10-
 

For the year ended December 31, 2015, our top five insurance company partners were PICC Property and Casualty Company Limited, or PICC P&C, China Pacific Property Insurance Co., Ltd., or CPIC, Ping An Property & Casualty Insurance Company of China, Ltd., or Ping An, Taiping General Insurance Co., Ltd., or Taiping and China Life Property & Casualty Insurance Company Limited, or China Life P&C. Among these top five partners, each of PICC P&C, CPIC and Ping An accounted for more than 10% of our total net revenues in 2015, with PICC P&C accounting for 23.9%, CPIC for 11.2% and Ping An for 10.0%. The termination of our contracts with insurance companies that in aggregate account for a significant portion of our business, or changes to material terms of these contracts, could adversely affect our business and operating results.

 

Our operating structure may make it difficult to respond quickly to operational or financial problems, which could negatively affect our financial results.

 

We currently operate through our majority-owned and affiliated insurance agencies, brokerages and claims adjusting firms located in 29 provinces in China. These companies report their results to our corporate headquarters monthly. If these companies delay either reporting results or informing corporate headquarters of negative business developments such as losses of relationships with insurance companies, regulatory inquiries or any other negative events, we may not be able to take action to remedy the situation in a timely fashion. This in turn could have a negative effect on our financial results. In addition, if one of these companies were to report inaccurate financial information, we might not learn of the inaccuracies on a timely basis and be able to take corrective measures promptly, which could negatively affect our ability to report our financial results.

 

Our dependence on the founders and key managers of firms that we acquire may limit our ability to effectively manage our business.

 

In the acquisitions we have completed to date, some of the founders and key managers of the acquired firms continue to manage the acquired businesses. They are responsible for ordinary course operational decisions, including personnel and office location, subject to our oversight. They also maintain the primary relationship with customers and the local branches of insurance companies. Although we maintain internal controls to oversee our nationwide operations, this operating structure exposes us to the risk of losses resulting from day-to-day decisions of the managers of the acquired firms or from their departure. Unsatisfactory performance by or loss of services of these founders and managers could hinder our ability to grow and could have a material adverse effect on our business.

 

Our future success depends on the continuing efforts of our senior management team and other key personnel, and our business may be harmed if we lose their services.

 

Our future success depends heavily upon the continuing services of the members of our senior management team and other key personnel, in particular, Mr. Chunlin Wang, or Mr. Wang, our chief executive officer, and Mr. Peng Ge, or, Mr. Ge, our chief financial officer. If one or more of our senior executives or other key personnel, are unable or unwilling to continue in their present positions, we may not be able to replace them easily, or at all. As such, our business may be disrupted and our financial condition and results of operations may be materially and adversely affected. Competition for senior management and key personnel in our industry is intense because of a number of factors including the limited pool of qualified candidates. We may not be able to retain the services of our senior executives or key personnel, or attract and retain high-quality senior executives or key personnel in the future. As is customary in the PRC, we do not have insurance coverage for the loss of our senior management team or other key personnel.

 

In addition, if any member of our senior management team or any of our other key personnel joins a competitor or forms a competing company, we may lose customers, sensitive trade information, key professionals and staff members. Each of our executive officers and key employees has entered into an employment agreement with us which contains confidentiality and non-competition provisions. These agreements generally have an initial term of three years, and are automatically extended for successive one-year terms unless terminated earlier pursuant to the terms of the agreement. See “Item 6. Directors, Senior Management and Employees — A. Directors and Senior Management — Employment Agreements” for a more detailed description of the key terms of these employment agreements. If any disputes arise between any of our senior executives or key personnel and us, we cannot assure you of the extent to which any of these agreements may be enforced.

 

-11-
 

Salesperson and employee misconduct is difficult to detect and deter and could harm our reputation or lead to regulatory sanctions or litigation costs.

 

Salesperson and employee misconduct could result in violations of law by us, regulatory sanctions, litigation or serious reputational or financial harm. Misconduct could include:

 

·making misrepresentations when marketing or selling insurance to customers;

 

·hindering insurance applicants from making full and accurate mandatory disclosures or inducing applicants to make misrepresentations;

 

·hiding or falsifying material information in relation to insurance contracts;

 

·fabricating or altering insurance contracts without authorization from relevant parties, selling false policies, or providing false documents on behalf of the applicants;

 

·falsifying insurance agency business or fraudulently returning insurance policies to obtain commissions;

 

·colluding with applicants, insureds, or beneficiaries to obtain insurance benefits;

 

·engaging in false claims; or

 

·otherwise not complying with laws and regulations or our control policies or procedures.

 

On April 24, 2015, the PRC Insurance Law was amended and consequently on December 3, 2015, the CIRC amended the Provisions on the Supervision of Professional Insurance Agencies, the Provisions on the Supervision of Insurance Brokerages and the Provisions on the Supervision of Insurance Claims Adjusting Firms. These amendments have made a number of significant changes to the regulatory regime, including eliminating the requirement for an insurance agent, broker or claims adjusting practitioner to obtain a qualification certificate issued by the CIRC. The elimination of the certificate requirement may result in an increase in misconduct by sales or service persons, in particularly sales misrepresentation. We have internal policies and procedures to deter salesperson or employee misconduct. However, the measures and precautions we take to prevent and detect these activities may not be effective in all cases. We cannot assure you, therefore, that salesperson or employee misconduct will not lead to a material adverse effect on our business, results of operations or financial condition. In addition, the general increase in misconduct in the industry could potentially harm the reputation of the industry and have an adverse impact on our business.

 

Our investments in certain financial products may not yield the benefits we anticipate or incur financial loss, which could adversely affect our cash position.

 

In order to improve our return on capital, we may from time to time, upon board approval, invest certain portion of our cash in financial products, such as trust products, with terms of one to two years. These products may involve various risks, including default risks, interest risks, and other risks. We cannot guarantee these investments will yield the returns we anticipate and we could suffer financial loss resulting from the purchase of these financial products.

 

If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud.

 

We are subject to reporting obligations under U.S. securities laws. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules adopted by the Securities and Exchange Commission, or the SEC, every public company is required to include a management report on the company’s internal controls over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal controls over financial reporting. In addition, an independent registered public accounting firm must attest to and report on the effectiveness of the company’s internal controls over financial reporting. These requirements first applied to our annual report on Form 20-F for the fiscal year ended December 31, 2008.

 

-12-
 

Our management has concluded that our internal control over financial reporting was effective as of December 31, 2015. See “Item 15. Controls and Procedures.” However, there is no assurance that we will be able to maintain effective internal controls over financial reporting in the future. If we fail to do so, we may not be able to produce reliable financial reports and prevent fraud. Moreover, if we are not able to conclude that we have effective internal controls over financial reporting, investors may lose confidence in the reliability of our financial statements, which would negatively impact the trading price of our ADSs. Our reporting obligations as a public company, including our efforts to comply with Section 404 of the Sarbanes-Oxley Act, will continue to place a significant strain on our management, operational and financial resources and systems for the foreseeable future.

 

We may face legal action by former employers or principals of entrepreneurial agents who join our distribution and service network.

 

Competition for productive sales agents is intense within the Chinese insurance industry. When an entrepreneurial agent leaves his or her employer or principal to join our distribution and service network as our sales agent, we may face legal action by his or her former employer or principal of the entrepreneurial agent on the ground of unfair competition or breach of contract. As of the date of this annual report, there has been no such action filed or threatened against us. We cannot assure you that this will not happen in the future. Any such legal actions, regardless of merit, could be expensive and time-consuming and could divert resources and management’s attention from the operation of our business. If we were found liable in such a legal action, we might be required to pay substantial damages to the former employer or principal of the entrepreneurial agent, and our business reputation might be harmed. Moreover, the filing of such a legal action may discourage potential entrepreneurial agents from leaving their employers or principals, thus reducing the number of entrepreneurial agents we can recruit and potentially harming our growth prospects.

 

If we are unable to successfully expand into the consumer financial services and wealth management sectors, our business and results of operations may be adversely affected.

 

In order to better serve our customers’ needs for diversified and comprehensive financial services, we have expanded into complementary business areas, such as consumer finance and wealth management, to leverage our existing sales network, customer resources and operating platform. For example, in October 2009, we acquired 20.6% equity interest in Sincere Fame International Limited, or Sincere Fame, which owns 100% of the equity interests in China Financial Services Group Limited, or CFSG, a consumer financial services provider. In November 2010, we formed a joint venture, named CNinsure Puyi Investment Management Co., Ltd., or Puyi Investment, (which we later renamed as CNinsure Puyi Fund Sales Co. Ltd., or Puyi Fund Sales, after obtaining the license to distribute mutual funds in March 2013) in which we beneficially own 19.5% of the equity interests. See “Item 4. Information on the Company — C.Organizational Structure — Principle Changes in Corporate Structure” for information on the restructuring of Puyi Fund Sales. Puyi Fund Sales is a financing platform for mutual funds and trust companies. However, in 2014 we discontinued offering wealth management products to our customers on a referral basis because of tightened regulation on the distribution of wealth management products by insurance intermediaries. If we decide to again attempt offering wealth management products, our efforts to do so may not be successful and may subject us to risks associated with operating in the consumer financial services sectors in China, including but not limited to, changes in monetary or industry policies and other economic measures that may affect our cooperation with financial institutions and their product supply, as well as competition from other consumer credit brokerage companies and other financial services companies that offer wealth management products. Any failure to successfully identify, execute and integrate acquisitions, investments, joint ventures and alliances as part of any attempted expansion into the consumer financial services sector may have a material adverse impact on our growth, business prospects and results of operations, which could lead to a decline in the price of our ADSs.

 

If we are required to write down goodwill and other intangible assets, our financial condition and results may be materially and adversely affected.

 

When we acquire a business, a substantial portion of the purchase price of the acquisition is generally allocated to goodwill and other identifiable intangible assets. The amount of the purchase price that is allocated to goodwill and other intangible assets is determined by the excess of the fair value of purchase price and any controlling interest over the net identifiable tangible assets acquired. As of December 31, 2015, goodwill represented RMB133.5 million (US$20.6 million), or 3.9% of our total shareholders’ equity, and other net intangible assets represented RMB19.7 million (US$3.0 million), or 0.6% of our total shareholders’ equity. Our management performs impairment assessment annually, and in 2011 we recognized an impairment loss of RMB1.1 billion, though we did not recognize any impairment loss in 2012, 2013, 2014 or 2015. Under current accounting standards, if we determine that goodwill or intangible assets are impaired, we will be required to write down the value of such assets and recognize corresponding impairment charges. As we implement our growth strategy through acquisitions, goodwill and intangible assets may comprise an increasingly larger percentage of our shareholders’ equity. As such, any write-down related to such goodwill and intangible assets may adversely and materially affect our shareholders’ equity and financial results.

 

-13-
 

Any significant failure in our information technology systems could have a material adverse effect on our business and profitability.

 

Our business is highly dependent on the ability of our information technology systems to timely process a large number of transactions across different markets and products at a time when transaction processes have become increasingly complex and the volume of such transactions is growing rapidly. The proper functioning of our financial control, accounting, customer database, customer service and other data processing systems, together with the communication systems of our various subsidiaries and consolidated affiliated entities and our main offices in Guangzhou, is critical to our business and our ability to compete effectively. We cannot assure you that our business activities would not be materially disrupted in the event of a partial or complete failure of any of these primary information technology or communication systems, which could be caused by, among other things, software malfunction, computer virus attacks or conversion errors due to system upgrading. In addition, a prolonged failure of our information technology system could damage our reputation and materially and adversely affect our future prospects and profitability.

 

We may face potential liability, loss of customers and damage to our reputation for any failure to protect the confidential information of our customers.

 

Our customer database holds confidential information concerning our customers. We may be unable to prevent third parties, such as hackers or criminal organizations, from stealing information provided by our customers to us. Confidential information of our customers may also be misappropriated or inadvertently disclosed through employee misconduct or mistake. We may also in the future be required to disclose to government authorities certain confidential information concerning our customers.

 

In addition, many of our customers pay for our insurance services through third-party online payment services. In such transactions, maintaining complete security during the transmission of confidential information, such as personal information, is essential to maintaining consumer confidence. We have limited influence over the security measures of third-party online payment service providers. In addition, our third-party merchants may violate their confidentiality obligations and disclose information about our customers. Any compromise of our security or third-party service providers' security could have a material adverse effect on our reputation, business, prospects, financial condition and results of operations.

 

If we are accused of failing to protect the confidential information of our customers, we may be forced to expend significant financial and managerial resources in defending against these accusations and we may face potential liability. Any negative publicity may adversely affect our public image and reputation. In addition, any perception by the public that online commerce is becoming increasingly unsafe or that the privacy of customer information is vulnerable to attack could inhibit the growth of online services generally, which in turn may reduce the number of our customers.

 

If we are unable to respond in a timely and cost-effective manner to rapid technological change in the insurance intermediary industry, it may result in an adverse effect.

 

The insurance industry is increasingly influenced by rapid technological change, frequent new product and service introductions and evolving industry standards. For example, the insurance intermediary industry has increased use of the internet to communicate benefits and related information to consumers and to facilitate information exchange and transactions. We believe that our future success will depend on our ability to continue to anticipate technological changes and to offer additional product and service opportunities that meet evolving standards on a timely and cost-effective basis. There is a risk that we may not successfully identify new product and service opportunities or develop and introduce these opportunities in a timely and cost-effective manner. In addition, product and service opportunities that our competitors develop or introduce may render our products and services uncompetitive. As a result, we can give no assurances that technological changes that may affect our industry in the future will not have a material adverse effect on our business and results of operations.

 

-14-
 

We face risks related to health epidemics, severe weather conditions and other catastrophes, which could materially and adversely affect our business.

 

Our business could be materially and adversely affected by the outbreak of avian flu, severe acute respiratory syndrome, or SARS, another health epidemic, severe weather conditions or other catastrophes. In April 2009, influenza A (H1N1), a new strain of flu virus commonly referred to as “swine flu,” was first discovered in North America and quickly spread to other parts of the world, including China. In January and February 2008, a series of severe winter storms afflicted extensive damages and significantly disrupted people’s lives in large portions of southern and central China. In May 2008, an earthquake measuring 8.0 on the Richter scale hit Sichuan Province in southwestern China, causing huge casualties and property damages. In February 2013, H7N9 Avian influenza was first discovered in Shanghai, China and quickly widened its geographical spread in China. Because our business operations rely heavily on the efforts of individual sales agents, in-house sales representatives and claims adjustors, any prolonged recurrence of avian flu or SARS, or the occurrence of other adverse public health developments such as influenza A (H1N1) and Zika Virus, severe weather conditions such as the massive snow storms in January and February 2008 and other catastrophes such as the Sichuan earthquake may significantly disrupt our staffing and otherwise reduce the activity level of our work force, thus causing a material and adverse effect on our business operations.

 

Risks Related to Our Corporate Structure

 

If the PRC government finds that the agreements that establish the structure for operating part of our China business do not comply with applicable PRC laws and regulations, we could be subject to severe penalties.

 

Historically, PRC laws and regulations have restricted foreign investment in and ownership of insurance intermediary companies. In recent years, some rules and regulations governing the insurance intermediary sector in China have begun to encourage foreign investment. For instance, under the Closer Economic Partnership Arrangement, or CEPA, Supplement IV signed in July 2007 and CEPA Supplement VIII signed on December 13, 2011, between the PRC Ministry of Commerce and the governments of Hong Kong and Macao Special Administrative Region, local insurance agencies in Hong Kong and Macao are allowed to set up wholly-owned insurance agency companies in Guangdong Province if they meet certain threshold requirements. On December 26, 2007, the CIRC issued an Announcement on the Establishment of Wholly-owned Insurance Agencies in Mainland China by Hong Kong and Macao Insurance Agencies, which sets forth specific qualification criteria for implementation purposes. On August 26, 2010, the CIRC released a Circular on the Cancellation of the Fifth Batch of Administrative Approval Items, pursuant to which foreign ownership in a professional insurance intermediary in excess of 25% only requires a filing to be made with the relevant authorities and no longer requires prior approval. Accordingly, in October 2011 we commenced a restructuring of our company which resulted in us obtaining direct controlling equity ownership in all of our insurance intermediary companies. See “Item 4. Information on the Company — C. Organizational Structure.”

 

However, there remains uncertainty regarding the interpretation and implementation of the relevant regulations and the timing of the restructuring process. In addition, restrictions by PRC laws and regulations on foreign investments in and ownership of internet businesses still exists. Therefore, we conduct a small part of our operations in China through contractual arrangements among our PRC subsidiaries and consolidated affiliated entities (namely Xinbao Investment and its subsidiaries). The subsidiaries of our consolidated affiliated entities hold the licenses and permits necessary to conduct our online operations in China. Our contractual arrangements with our consolidated affiliated entities and their shareholders enable us to:

 

·exercise effective control over our consolidated affiliated entities;

 

·have an exclusive option to purchase part of the equity interests in Xinbao Investment when and to the extent permitted by PRC law; and/or

 

·receive a substantial portion of the economic benefits from our consolidated affiliated entities in consideration for the services provided by our subsidiaries in China.

 

Because of these contractual arrangements, we are the primary beneficiary of our consolidated affiliated entities and have consolidated them into our consolidated financial statements. If we, our PRC subsidiaries and consolidated affiliated entities are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities, including the CIRC, will have broad discretion in dealing with such violations, including:

 

-15-
 

·revoking the business and operating licenses of our PRC subsidiaries and consolidated affiliated entities;

 

·restricting or prohibiting any related-party transactions among our PRC subsidiaries and consolidated affiliated entities;

 

·imposing fines or other requirements with which we, our PRC subsidiaries or our consolidated affiliated entities may not be able to comply;

 

·requiring us, our PRC subsidiaries or our consolidated affiliated entities to restructure the relevant ownership structure or operations; or

 

·restricting or prohibiting us from providing additional funding for our business and operations in China.

 

Any of these or similar actions could cause disruptions to our business, as well as reduce our revenues, profitability and cash flows. In addition, if any of these actions results in our inability to direct the activities of our consolidated affiliated entities and their subsidiaries that most significantly impact their economic performance, and/or such actions prevent us from receiving the economic benefits from our consolidated variable interest entities, we may not be able to consolidate the financial results of these variable interest entities into our consolidated financial statements in accordance with U.S. GAAP.

 

In January 2015, the Ministry of Commerce, or the MOC, published a draft of the proposed Foreign Investment Law, which expands the definition of foreign investment and introduces the principle of “actual control” in determining whether a company is considered a foreign-invested enterprise, or an FIE. The draft Foreign Investment Law specifically provides that entities established in China but “controlled” by foreign investors will be treated as FIEs, whereas an entity set up in a foreign jurisdiction would nonetheless be, upon market entry clearance by the MOC, treated as a PRC domestic investor provided that the entity is “controlled” by PRC entities and/or citizens. In this connection, “control” is broadly defined in the draft law to cover the following summarized categories: (i) holding 50% of more of the voting rights of the subject entity; (ii) holding less than 50% of the voting rights of the subject entity but having the power to secure at least 50% of the seats on the board or other equivalent decision making bodies, or having the voting power to exert material influence on the board, the shareholders’ meeting or other equivalent decision making bodies; or (iii) having the power to exert decisive influence, via contractual or trust arrangements, over the subject entity’s operations, financial matters or other key aspects of business operations. Once an entity is determined to be an FIE, it will be subject to the foreign investment restrictions or prohibitions set forth in a “negative list,” to be separately issued by the State Council later, if the FIE is engaged in the industry listed in the negative list. Unless the underlying business of the FIE falls within the negative list, which calls for market entry clearance by the MOC, prior approval from the government authorities as mandated by the existing foreign investment legal regime would no longer be required for establishment of the FIE.

 

There is substantial uncertainty regarding the draft Foreign Investment Law, including, the content of its final form and the timing of its adoption and implementation. It is uncertain whether the internet industry or online operation, in which our variable interest entities operate, will be subject to the foreign investment restrictions or prohibitions set forth in the “negative list” to be issued. If the enacted version of the Foreign Investment Law and the final “negative list” mandate further actions, such as MOC market entry clearance, to be completed by companies with existing VIE structure like us, we face uncertainties as to whether such clearance can be timely obtained, or at all.

 

We rely on contractual arrangements with our consolidated affiliated entities and their shareholders to conduct a small part of our China operations, which may not be as effective in providing operational control as direct ownership.

 

Although we have obtained direct equity ownership in our insurance intermediary operating companies, we have relied and expect to continue to rely on contractual arrangements with our PRC consolidated affiliated entities and individual shareholders to operate a small part of our business in China. For a description of these contractual arrangements, see “Item 4. Information on the Company — C.Organizational Structure.” These contractual arrangements may not be as effective in providing us with control over our consolidated affiliated entities as direct ownership.

 

-16-
 

If we had direct controlling ownership of our consolidated affiliated entities, we would be able to exercise our rights as a controlling shareholder to effect changes in the board of directors of these entities, which in turn could effect changes, subject to any applicable fiduciary obligations, at the management level. But under the current contractual arrangements, as a legal matter, if our consolidated affiliated entities and their shareholders fail to perform their obligations under these contractual arrangements, we may have to incur substantial costs and expend significant resources to enforce such arrangements and rely on legal remedies under PRC law, including seeking specific performance or injunctive relief and claiming damages, which may not be effective. For example, if the shareholders of our consolidated affiliated entities were to refuse to transfer their equity interest in such entities to us or our designee when we exercise the call option pursuant to these contractual arrangements, or if they were otherwise to act in bad faith toward us, then we may have to take legal action to compel them to fulfill their contractual obligations.

 

All of our contractual arrangements with our consolidated affiliated entities and their individual shareholders are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. In the event we are unable to enforce these contractual arrangements, we may not be able to exert effective control over our consolidated affiliated entities, and our ability to conduct our business may be negatively affected.

 

The individual shareholders of Xinbao Investment, our consolidated affiliated entity, may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

 

As of March 31, 2016, Mr. Wang and Mr. Yuan Tian, or Mr. Tian, together held 100% of the equity interests in Xinbao Investment. Conflicts of interest may arise between the dual roles of Mr. Wang and Mr. Tian as a shareholder of our consolidated affiliated entities and as an executive officer or employee of our company. We do not have existing arrangements to address these potential conflicts of interest and cannot assure you that when conflicts arise, those individuals will act in the best interest of our company or that conflicts will be resolved in our favor.

 

Contractual arrangements we have entered into with our consolidated affiliated entities may be subject to scrutiny by the PRC tax authorities. A finding that we owe additional taxes could substantially reduce our consolidated net income and the value of your investment.

 

Under PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. We could face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements between us and our consolidated affiliated entities are not on an arm’s-length basis and adjust the income of our consolidated affiliated entities in the form of a transfer pricing adjustment. Particularly, the State Administration of Taxation issued a Public Notice, or Public Notice 16, on March 18, 2015, to further regulate and strengthen the transfer pricing administration on outbound payments by a PRC enterprise to its overseas related parties. In addition to emphasizing that outbound payments by a PRC enterprise to its overseas related parties must comply with arm’s-length principles, Public Notice 16 specifies certain circumstances whereby such payments are not deductible for the purpose of the enterprise income tax of the PRC enterprise, including payments to an overseas related party which does not undertake any function, bear any risk or has no substantial operation or activities, payments for services which do not enable the PRC enterprise to obtain direct or indirect economic benefits, or for services that are unrelated to the functions and risks borne by the PRC enterprise, or relate to the protection of the investment interests of the direct or indirect investor of the PRC enterprise, or for services that have already been purchased from a third party or undertaken by the PRC enterprise itself, and royalties paid to an overseas related party which only owns the legal rights of the intangible assets but has no contribution to the creation of such intangible assets. Although we believe all our related party transactions, including all payments by our PRC subsidiaries and consolidated affiliated entities to our non-PRC entities, are made on an arm’s-length basis and our estimates are reasonable, the ultimate decisions by the relevant tax authorities may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made. A transfer pricing adjustment could, among other things, result in a reduction, for PRC tax purposes, of expense deductions recorded by our consolidated affiliated entities, which could in turn increase their respective tax liabilities. Moreover, the PRC tax authorities may impose penalties on our consolidated affiliated entities for underpayment of taxes. Our consolidated net income may be materially and adversely affected by the occurrence of any of the foregoing.

 

-17-
 

PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from making loans to our PRC subsidiaries and consolidated affiliated entities or making additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

 

We are an offshore holding company conducting our operations in China through PRC subsidiaries and consolidated affiliated entities. In order to provide additional funding to our PRC subsidiaries and consolidated affiliated entities, we may make loans to our PRC subsidiaries and consolidated affiliated entities, or we may make additional capital contributions to our PRC subsidiaries.

 

Any loans we make to any of our directly-held PRC subsidiaries (which are treated as foreign-invested enterprises under PRC law), namely, CNinsure Zhonglian Enterprise Image Planning (Shenzhen) Co., Ltd. (also known as Fanhua Zhonglian Enterprise Image Planning (Shenzhen) Co., Ltd.), or Zhonglian Enterprise, CNinsure Xinlian Information Technology Consulting (Shenzhen) Co., Ltd. (also known as Fanhua Xinlian Information Technology Consulting (Shenzhen) Co., Ltd.), or Xinlian Information, and Bao Si Kang Information Technology (Shenzhen) Co., Ltd., or Bao Si Kang Information, cannot exceed statutory limits and must be registered with the State Administration of Foreign Exchange, or the SAFE, or its local counterparts. Under applicable PRC law, the Chinese regulators must approve the amount of a foreign-invested enterprise’s registered capital, which represents shareholders’ equity investments over a defined period of time, and the foreign-invested enterprise’s total investment, which represents the total of the company’s registered capital plus permitted loans. The registered capital/total investment ratio cannot be lower than the minimum statutory requirement and the excess of the total investment over the registered capital represents the maximum amount of borrowings that a foreign-invested enterprise is permitted to have under PRC law. Our directly-held PRC subsidiaries were allowed to incur a total of HK$300 million (US$38.7 million) in foreign debts as of March 31, 2016. If we were to provide loans to our directly-held PRC subsidiaries in excess of the above amount, we would have to apply to the relevant government authorities for an increase in their permitted total investment amounts. The various applications could be time-consuming and their outcomes would be uncertain. Concurrently with the loans, we might have to make capital contributions to these subsidiaries in order to maintain the statutory minimum registered capital/total investment ratio, and such capital contributions involve uncertainties of their own, as discussed below. Furthermore, even if we make loans to our directly-held PRC subsidiaries that do not exceed their current maximum amount of borrowings, we will have to register each loan with the SAFE or its local counterpart within 15 days after the signing of the relevant loan agreement. Subject to the conditions stipulated by the SAFE, the SAFE or its local counterpart will issue a registration certificate of foreign debts to us within 20 days after reviewing and accepting our application. In practice, it may take longer to complete such SAFE registration process.

 

Any loans we make to any of our indirectly-held PRC subsidiaries (those PRC subsidiaries which we hold indirectly through Zhonglian Enterprise, Xinlian Information and Bao Si Kang Information) or to any of our PRC consolidated affiliated entities, all of which are treated as PRC domestic companies rather than foreign-invested enterprises under PRC law, are also subject to various PRC regulations and approvals. Under applicable PRC regulations, medium- and long-term international commercial loans to PRC domestic companies are subject to approval by the National Development and Reform Commission. Short-term international commercial loans to PRC domestic companies are subject to the balance control system effected by the SAFE. Due to the above restrictions, we are not likely to make loans to any of our indirectly-held PRC subsidiaries or to any of our consolidated affiliated entities.

 

Any capital contributions we make to our PRC subsidiaries, including directly-held and indirectly-held PRC subsidiaries, must be approved by the PRC Ministry of Commerce or its local counterparts, and registered with the SAFE or its local counterparts. Such applications and registrations could be time consuming and their outcomes would be uncertain.

 

We cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans by us to our PRC subsidiaries or PRC consolidated affiliated entities, or with respect to future capital contributions by us to our PRC subsidiaries. If we fail to complete such registrations or obtain such approvals, our ability to capitalize or otherwise fund our PRC operations may be negatively affected, which could adversely and materially affect our liquidity and our ability to fund and expand our business.

 

-18-
 

On August 29, 2008, SAFE promulgated Circular 142, a notice regulating the conversion by a foreign-invested company of its capital contribution in foreign currency into RMB. The notice requires that the capital of a foreign-invested company settled in RMB converted from foreign currencies shall be used only for purposes within the business scope as approved by the authorities in charge of foreign investment or by other government authorities and as registered with the State Administration for Industry and Commerce and, unless set forth in the business scope or in other regulations, may not be used for equity investments within the PRC. In addition, SAFE strengthened its oversight of the flow and use of the capital of a foreign-invested company settled in RMB converted from foreign currencies. The use of such RMB capital may not be changed without SAFE’s approval, and may not in any case be used to repay RMB loans if the proceeds of such loans have not been used. Violations of Circular 142 will result in severe penalties, including heavy fines. As a result, Circular 142 may significantly limit our ability to provide additional funding to our PRC subsidiaries and consolidated affiliated entities through our directly-held PRC subsidiaries in the PRC, which may adversely affect our ability to expand our business.

 

However, on March 30, 2015, SAFE promulgated Circular 19, a notice on reforming the administrative approach regarding the settlement of the foreign exchange capitals of foreign-invested enterprises, which became effective on June 1, 2015. The new notice states that foreign-invested enterprises shall be allowed to settle their foreign exchange capitals on a discretionary basis. The discretionary settlement by a foreign-invested enterprise of its foreign exchange capital shall mean that the foreign-invested enterprise may, according to its actual business needs, settle with a bank the portion of the foreign exchange capital in its capital account for which the relevant foreign exchange bureau has confirmed monetary contribution rights and interests (or for which the bank has registered the account-crediting of monetary contribution). For the time being, foreign-invested enterprises are allowed to settle 100% of their foreign exchange capitals on a discretionary basis. The SAFE may adjust the foregoing percentage as appropriate according to balance of payments situations. As a result, Circular 19 will relax the limitation of our ability to provide additional funding to our PRC subsidiaries and consolidated affiliated entities through our directly-held PRC subsidiaries in the PRC.

 

Risks Related to Doing Business in China

 

Adverse economic, political and legal developments in China could have a material adverse effect on our business.

 

Substantially all of our business operations are conducted in China. Accordingly, our results of operations, financial condition and prospects are subject to a significant degree to economic, political and legal developments in China. China’s economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past 30 years or so, growth has been uneven across different regions and among various economic sectors of China. Economic growth in China has been slowing in the past few years and dropped to 6.9% for 2015, one of the slowest in the past 25 years, according to data released by the PRC government in January 2016. The PRC government has implemented various measures to encourage economic development and guide the allocation of resources. However, these measures may not be successful in transforming the Chinese economy or spurring growth. While some of these measures benefit the overall PRC economy, they may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us.

 

Although the PRC government has implemented measures since the late 1970s emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, the PRC government still owns a substantial portion of productive assets in China. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency- denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Actions and policies of the PRC government could materially affect our ability to operate our business.

 

Uncertainties with respect to the PRC legal system could adversely affect us.

 

We conduct our business primarily through our subsidiaries and consolidated affiliated entities in China. Our operations in China are governed by PRC laws and regulations. Our subsidiaries are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to wholly foreign-owned enterprises. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value.

 

-19-
 

Although since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until some time after the violation. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

 

Governmental control of currency conversion may affect the value of your investment.

 

The PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the SAFE by complying with certain procedural requirements. But approval from appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. Under our current corporate structure, the primary source of our income at the holding company level is dividend payments from our PRC subsidiaries. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiaries and our consolidated affiliated entities to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency needs, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs.

 

The PRC Enterprise Income Tax Law may increase the enterprise income tax rate applicable to some of our PRC subsidiaries and consolidated affiliated entities, which could have a material adverse effect on our result of operations.

 

According to the PRC Enterprise Income Tax Law, or the EIT Law, which became effective on January 1, 2008, as further clarified by subsequent tax regulations implementing the EIT Law, foreign-invested enterprises and domestic enterprises are subject to enterprise income tax, or EIT, at a uniform rate of 25%, unless otherwise provided. Enterprises that were established and enjoyed preferential tax treatments before March 16, 2007 will continue to enjoy such preferential tax treatments in the following manners: (1) in the case of preferential tax rates, for a five-year transition period starting from January 1, 2008, during which the EIT rate of such enterprises will gradually increase to the uniform 25% EIT rate by January 1, 2012; or (2) in the case of preferential tax exemption or reduction with a specified term, until the expiration of such term. However, if such an enterprise has not enjoyed the preferential treatments yet because of its failure to make a profit, its term for preferential treatments will be deemed to start from 2008.

 

As a result of the implementation of the EIT Law, certain preferential tax treatments enjoyed by some of our consolidated affiliated entities expired on January 1, 2008. According to the EIT Law and related regulations, the preferential tax rates enjoyed by some of our PRC subsidiaries and consolidated affiliated entities incorporated in Shenzhen, a special economic zone, will gradually increase to the uniform 25% EIT rate during the five year transition period. An increase in the EIT rates for those entities pursuant to the EIT Law could result in an increase in our effective tax rate, which could materially and adversely affect our results of operations.

 

Our global income or the dividends we receive from our PRC subsidiaries may be subject to PRC tax under the EIT Law, which could have a material adverse effect on our results of operations.

 

Under the EIT Law, an enterprise established outside of the PRC with “de facto management bodies” within the PRC is considered a resident enterprise and will be subject to the EIT at the rate of 25% on its worldwide income. The Implementation Rules of the EIT Law, or the Implementation Rules, define the term “de facto management bodies” as “establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise.” If we are deemed a resident enterprise, we may be subject to the EIT at 25% on our global income, except that the dividends we receive from our PRC subsidiary will be exempt from the EIT. If we are considered a resident enterprise and earn income other than dividends from our PRC subsidiaries, a 25% EIT on our global income could significantly increase our tax burden and materially and adversely affect our cash flow and profitability.

 

-20-
 

We have been advised by our PRC counsel, Global Law Office, that pursuant to the EIT Law and the Implementation Rules, dividends payable by a foreign-invested enterprise in China to its foreign investors will be subject to a 10% withholding tax, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. Pursuant to the Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion, or the Double Taxation Arrangement, which became effective on January 1, 2007, dividends from our PRC subsidiaries paid to us through our Hong Kong subsidiary InsCom HK Limited, in which we indirectly hold a 65.1% equity interest, may be subject to a withholding tax at a rate of 5%. The British Virgin Islands, where our wholly-owned subsidiary and the 100% shareholder of Zhonglian Enterprise and Xinlian Information is incorporated, does not have such a tax treaty with China. Under the EIT Law and the Implementation Rules, if we are regarded as a resident enterprise, the dividends we receive from our PRC subsidiaries will be exempt from the EIT. If, however, we are not regarded as a resident enterprise, our PRC subsidiaries will be required to pay a 5% or 10% withholding tax, as the case may be, for any dividends they pay to us. As a result, the amount of fund available to us to meet our cash requirements, including the payment of dividends to our shareholders and ADS holders, could be materially reduced.

 

Under the EIT Law, dividends payable by us and gains on the disposition of our shares or ADSs could be subject to PRC taxation.

 

We have been advised by our PRC counsel, Global Law Office, that because there remains uncertainty regarding the interpretation and implementation of the EIT Law and its Implementation Rules, it is uncertain whether any dividends to be distributed by us, if we are regarded as a PRC resident enterprise, to our non-PRC shareholders and ADS holders would be subject to any PRC withholding tax. If we are required under the EIT Law to withhold PRC income tax on our dividends payable to our non-PRC corporate shareholders and ADS holders, or if gains on the disposition of our shares or ADSs are subject to the PRC EIT, your investment in our ADSs or ordinary shares may be materially and adversely affected.

 

We rely principally on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business.

 

We are a holding company, and we rely principally on dividends from our subsidiaries in China and service, license and other fees paid to our subsidiaries by our consolidated affiliated entities for our cash requirements, including any debt we may incur. Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year as reported in its PRC statutory financial statements, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. In addition, each of our PRC subsidiaries that are considered foreign-invested enterprises is required to further set aside a portion of its after-tax profits as reported in its PRC statutory financial statements to fund the employee welfare fund at the discretion of its board. These reserves are not distributable as cash dividends. As of December 31, 2015, the total retained earnings of our PRC subsidiaries available for dividend distributions were RMB2.0 billion (US$301.7 million). Furthermore, if our subsidiaries and consolidated affiliated entities in China incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements we currently have in place in a manner that would materially and adversely affect our subsidiaries’ ability to pay dividends and other distributions to us. Any limitation on the ability of our subsidiaries and consolidated affiliated entities to distribute dividends or other payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends, or otherwise fund and conduct our business.

 

-21-
 

PRC regulations relating to the establishment of offshore special purpose companies by PRC residents and employee stock options granted by overseas-listed companies may increase our administrative burden, restrict our overseas and cross-border investment activity, or otherwise adversely affect us. If our shareholders who are PRC residents, or our PRC employees who are granted or exercise stock options, fail to make any required registrations or filings under such regulations, we may be unable to distribute profits and may become subject to liability under PRC laws.

 

On October 21, 2005, the SAFE issued a Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound Investment via Overseas Special Purpose Vehicles, generally known in China as SAFE Circular 75, requiring PRC residents to register with the local SAFE branch before establishing or controlling any company outside of China, referred to in the notice as an “offshore special purpose company,” for the purpose of raising capital backed by assets or equities of PRC companies. PRC residents that are shareholders of offshore special purpose companies established before November 1, 2005 were required to register with the local SAFE branch before March 31, 2006. On July 4, 2014, the SAFE issued the Notice on the Administration of Foreign Exchange Involved in Overseas Investment, Financing and Return on Investment Conducted by PRC Residents via Special-Purpose Companies, or SAFE Circular 37, simultaneously repealing SAFE Circular 75. SAFE Circular 37 also requires PRC residents to register with relevant Foreign Exchange Bureau for foreign exchange registration of overseas investment before making contribution to a special purpose company, or SPC, with legitimate holdings of domestic or overseas assets or interests. See “Item 4. Information on the Company — B. Business Overview — Regulation — Regulations on Foreign Exchange — Foreign Exchange Registration of Offshore Investment by PRC Residents.”

 

We have requested our beneficial owners who to our knowledge are PRC residents to make the necessary applications, filings and amendments as required under SAFE Circular 37 and other related rules. We attempt to comply, and attempt to ensure that our beneficial owners who are subject to these rules comply with the relevant requirements. However, we cannot assure you that all of our beneficial owners who are PRC residents will comply with our request to make or obtain any applicable registrations or comply with other requirements under SAFE Circular 37 or other related rules. The failure of these beneficial owners to timely amend their SAFE registrations pursuant to SAFE Circular 37 or the failure of future beneficial owners of our company who are PRC residents to comply with the registration procedures set forth in SAFE Circular 37 may subject such beneficial owners to fines and legal sanctions and may also limit our ability to contribute capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to distribute dividends to our company or otherwise adversely affect our business.

 

On December 25, 2006, the People’s Bank of China, or the PBOC, promulgated the Measures for the Administration of Individual Foreign Exchange, and on January 5, 2007, the SAFE further promulgated implementation rules for those measures. We refer to these regulations collectively as the Individual Foreign Exchange Rules. The Individual Foreign Exchange Rules became effective on February 1, 2007. According to these regulations, PRC citizens who are granted shares or share options by a company listed on an overseas stock market according to its employee share option or share incentive plan are required, through the PRC subsidiary of such overseas listed company or any other qualified PRC agent, to register with the SAFE and to complete certain other procedures related to the share option or other share incentive plan. Foreign exchange income received from the sale of shares or dividends distributed by the overseas listed company may be remitted into a foreign currency account of such PRC citizen or be exchanged into Renminbi. Our PRC citizen employees who have been granted share options became subject to the Individual Foreign Exchange Rules upon the listing of our ADSs on the Nasdaq stock exchange.

 

On February 15, 2012, SAFE promulgated the Notice of the State Administration of Foreign Exchange on Issues Related to Foreign Exchange Administration in Domestic Individuals' Participation in Equity Incentive Plans of Companies Listed Abroad, or the No. 7 Notice, which supersedes the Operation Rules on Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock Holding Plan or Stock Option Plan of Overseas-Listed Company, or the Stock Option Rule, in its entirety and immediately became effective upon circulation. According to the No. 7 Notice, domestic individuals, which include any directors, supervisors, senior managerial personnel or other employees of a domestic company who are Chinese citizens (including citizens of Hong Kong, Macao and Taiwan) or foreign individuals who consecutively reside in the territory of RPC for one year, who participate in the same equity incentive plan of an overseas listed company shall, through the domestic companies they serve, collectively entrust a domestic agency to handle issues like foreign exchange registration, account opening, funds transfer and remittance, and entrust an overseas institution to handle issues like exercise of options, purchasing and sale of related stocks or equity, and funds transfer. As an overseas publicly listed company, we and our employees who have been granted stock options or any type of equity awards may be subject to the No. 7 Notice. If we or our employees who are subject to the No. 7 Notice fail to comply with these regulations, we may be subject to fines and legal sanctions. See “Item 4. Information on the Company — B. Business Overview — Regulation — Regulations on Foreign Exchange — SAFE Regulations on Employee Share Options.”

 

-22-
 

Fluctuation in the value of the RMB may have a material adverse effect on your investment.

 

The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar. Under the new policy, the PRC government allowed the RMB to appreciate by more than 20% against the U.S. dollar between July 2005 and July 2008. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the RMB and the U.S. dollar remained within a narrow band. Since June 2010, the PRC government has allowed the RMB to appreciate slowly against the U.S. dollar again, though there have been periods when the U.S. dollar has appreciated against the Renminbi as well. In April 2012, the trading band was widened to 1%, and in March 2014 it was further widened to 2%, which allows the Renminbi to fluctuate against the U.S. dollar by up to 2% above or below the central parity rate published by the PBOC. In August 2015, the PBOC changed the way it calculates the mid-point price of Renminbi against U.S. dollar, requiring the market-makers who submit for the PBOC’s reference rates to consider the previous day’s closing spot rate, foreign-exchange demand and supply as well as changes in major currency rates. This change, and other changes such as widening the trading band that may be implemented, may increase volatility in the value of the Renminbi against foreign currencies. It is difficult to predict how market forces or PRC or United States government policy may impact the exchange rate between the RMB and the U.S. dollar in the future.

 

Our revenues and costs are mostly denominated in the RMB, and a significant portion of our financial assets are also denominated in RMB. We rely on dividends and other fees paid to us by our subsidiaries and consolidated affiliated entities in China. Any significant appreciation or depreciation of the RMB against the U.S. dollar may affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our ADSs in U.S. dollars. For example, a further appreciation of the RMB against the U.S. dollar would make any new RMB-denominated investments or expenditures more costly to us, to the extent that we need to convert U.S. dollars into RMB for such purposes. An appreciation of the RMB against the U.S. dollar would also result in foreign currency translation losses for financial reporting purposes when we translate our U.S. dollar denominated financial assets into the RMB, as the RMB is our reporting currency. Conversely, a significant depreciation of the RMB against the U.S. dollar may significantly reduce the U.S. dollar equivalent of our reported earnings, and may adversely affect the price of our ADSs.

 

The approval of the China Securities Regulatory Commission, or the CSRC, may have been required in connection with our initial public offering in October 2007 under a PRC regulation adopted in August 2006. Based on the advice of our PRC counsel, we did not seek CSRC’s approval for our initial public offering. Any requirement to obtain prior CSRC approval and a failure to obtain this approval, if required, could have a material adverse effect on our business, operating results, reputation and trading price of our ADSs.

 

On August 8, 2006, six PRC regulatory agencies, namely, the PRC Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the CSRC and the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rule, which became effective on September 8, 2006 and was revised by the PRC Ministry of Commerce on June 22, 2009. These regulations purport, among other things, to require offshore special purpose vehicles, or SPVs, formed for overseas listing purposes and controlled by PRC companies or individuals to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange. On September 21, 2006, the CSRC published a notice on its official website specifying documents and materials required to be submitted to it by SPVs seeking CSRC approval of their overseas listings.

 

At the time of our initial public offering in October 2007, while the application of the new regulations remained unclear, our then PRC counsel, Commerce & Finance Law Offices, advised us that, based on their understanding of the PRC laws and regulations effective at that time as well as the procedures announced on September 21, 2006:

 

·the CSRC had jurisdiction over our offering;

 

·the CSRC by then had not issued any definitive rule or interpretation concerning whether offerings like our initial public offering were subject to this new procedure; and

 

-23-
 

·despite the above, given that we had completed our inbound investment before September 8, 2006, the effective date of the M&A Rule, an application was not required under the M&A Rule to be submitted to the CSRC for its approval of the listing and trading of our ADSs on the Nasdaq Global Market, unless we were clearly required to do so by subsequent rules of the CSRC.

 

Our PRC counsel, Global Law Office, fundamentally identifies with the advice on the application of the new regulations given by our then PRC counsel, Commerce & Finance Law Offices at the time of our initial public offering. Based on advice of our PRC counsel, we did not seek CSRC’s approval for our initial public offering. We, however, cannot assure you that the relevant PRC government agencies, including the CSRC, would have reached the same conclusion as our PRC counsel. If the CSRC or other PRC regulatory agencies subsequently determine that the CSRC’s approval was required for our initial public offering, we may face sanctions by the CSRC or other PRC regulatory agencies. In such event, these regulatory agencies may impose fines and penalties on our operations in the PRC, limit our operating privileges in the PRC, or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs.

 

The M&A Rule could also make it more difficult for us to pursue growth through acquisitions.

 

The M&A Rule also established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in some instances that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. To date, we have conducted our acquisitions in China exclusively through our PRC consolidated affiliated entities. In the future, we may grow our business in part by directly acquiring complementary businesses rather than through our PRC consolidated affiliated entities. Complying with the requirements of the new regulations to complete such transactions could be time consuming, and any required approval processes, including obtaining approval from the Ministry of Commerce, may prevent us from completing such transactions on a timely basis, or at all, which could affect our ability to expand our business or maintain our market share.

 

The PRC Labor Contract Law and its implementing rules may adversely affect our business and results of operations.

 

On June 29, 2007, the Standing Committee of the National People’s Congress of China enacted the Labor Contract Law, which became effective on January 1, 2008. On September 18, 2008, the State Council adopted the implementing rules for the Labor Contract Law, which became effective upon adoption. On December 28, 2012, the Standing Committee of the National People's Congress of China promulgated the Decision on Revising the Labor Contract Law, which became effective on July 1, 2013. The Labor Contract Law and its implementing rules together with the aforesaid revising decision impose and will impose greater liabilities on employers and significantly affect the cost of an employer’s decision to reduce its workforce. In the event that we decide to significantly reduce our workforce, the Labor Contract Law and its implementing rules together with the aforesaid revising decision could adversely affect our ability to effect these changes cost-effectively or in the manner we desire, which could lead to a negative impact on our business and results of operations.

 

Risks Related to Our ADSs

 

The market price for our ADSs may be volatile.

 

The market price for our ADSs may be volatile and subject to wide fluctuations in response to factors including the following:

 

·actual or anticipated fluctuations in our quarterly operating results;

 

·changes in financial estimates by securities research analysts;

 

·conditions in the Chinese insurance industry;

 

·changes in the economic performance or market valuations of other insurance intermediaries;

 

-24-
 

·announcements by us or our competitors of new products, acquisitions, strategic partnerships, joint ventures or capital commitments;

 

·addition or departure of key personnel;

 

·fluctuations of exchange rates between the RMB and U.S. dollar or other foreign currencies;

 

·potential litigation or administrative investigations;

 

·sales of additional ADSs; and

 

·general economic or political conditions in China and abroad.

 

In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our ADSs.

 

We may need additional capital, and the sale of additional ADSs or other equity securities could result in additional dilution to our shareholders.

 

We believe that our current cash and cash equivalents and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs for the foreseeable future. We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

 

Substantial future sales of our ordinary shares or ADSs, or the perception that these sales could occur, could cause the price of our ADSs to decline.

 

Additional sales of our ADSs in the public market, or the perception that these sales could occur, could cause the market price of our ADSs to decline. If any existing shareholder or shareholders sell a substantial amount of ordinary shares in the form of ADSs, the market price of our ADSs could decline. In addition, we may issue additional ordinary shares as considerations for future acquisitions. If we do so, your ownership interests in our company would be diluted and this in turn could have an adverse effect on the price of our ADSs.

 

Our corporate actions are substantially controlled by our officers, directors and principal shareholders.

 

As of March 31, 2016, our executive officers, directors and principal shareholders beneficially owned approximately 47.7% of our outstanding shares. These shareholders could exert substantial influence over matters requiring approval by our shareholders, including electing directors and approving mergers or other business combination transactions, and they may not act in the best interests of other noncontrolling shareholders. This concentration of our share ownership also may discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our ADSs. These actions may be taken even if they are opposed by our other shareholders.

 

You may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to exercise your right to vote.

 

Except as described in this annual report and in the deposit agreement, holders of our ADSs will not be able to exercise voting rights attaching to the shares evidenced by our ADSs on an individual basis. Holders of ADSs may instruct the depositary to exercise the voting rights attaching to the shares represented by the ADSs. If no instructions are received by the depositary on or before a date established by the depositary, the depositary shall deem the holders to have instructed it to give a discretionary proxy to a person designated by us to exercise their voting rights. You may not receive voting materials in time to instruct the depositary to vote, and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

 

-25-
 

You may not be able to participate in rights offerings and may experience dilution of your holdings as a result.

 

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. Under the deposit agreement for the ADSs, the depositary will not offer those rights to ADS holders unless both the rights and the underlying securities to be distributed to ADS holders are either registered under the Securities Act of 1933 or exempt from registration under the Securities Act with respect to all holders of ADSs. We are under no obligation to file a registration statement with respect to any such rights or underlying securities or to endeavor to cause such a registration statement to be declared effective. In addition, we may not be able to take advantage of any exemptions from registration under the Securities Act. Accordingly, holders of our ADSs may be unable to participate in our rights offerings and may experience dilution in their holdings as a result.

 

You may be subject to limitations on transfer of your ADSs.

 

Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deem it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

 

You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited, because we are incorporated under Cayman Islands law, conduct substantially all of our operations in China and most of our directors and officers reside outside the United States. In addition, Cayman Islands securities laws provide significantly less protection to investors as compared to U.S. laws.

 

We are incorporated in the Cayman Islands, and conduct substantially all of our operations in China through our wholly owned subsidiaries and consolidated affiliated entities in China. Most of our directors and officers reside outside the United States and some or all of the assets of those persons are located outside of the United States. As a result, it may be difficult for you to effect service of process within the United States or elsewhere outside China upon these persons. It may also be difficult for you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, most of whom are not residents in the United States and some or all of whose assets are located outside of the United States. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or our officers and directors predicated upon the civil liability provisions of the securities laws of the United States or any state. Our PRC counsel has advised us that China does not have treaties with the United States or many other countries providing for the reciprocal recognition and enforcement of judgment of courts. It is also uncertain whether the Cayman Islands or PRC courts would be competent to hear original actions brought in the Cayman Islands or the PRC against us or our officers and directors predicated upon the securities laws of the United States or any state.

 

Our corporate affairs are governed by our memorandum and articles of association and by the Companies Law (2013 Revision) and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors, actions by noncontrolling shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, because Cayman Islands law has no legislation specifically dedicated to the rights of investors in securities, and thus no statutorily defined private causes of action specific to investors in securities such as those found under the Securities Act or the Securities Exchange Act of 1934 in the United States, it provides significantly less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the federal courts of the United States.

 

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests through actions against our management, directors or controlling shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

 

-26-
 

Our auditor is not inspected fully by the Public Company Accounting Oversight Board, or PCAOB and, as such, you are deprived of the benefits of such inspection.

 

As an auditor of companies that are publicly traded in the United States and a firm registered with the PCAOB, Deloitte Touche Tohmatsu is required by the laws in the United States to undergo regular inspections by PCAOB to assess its compliance with the laws of the United States and the professional standards of the PCAOB. However, because we have substantial operations within the PRC, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Chinese government authorities, our auditor is not currently inspected fully by the PCAOB.

 

Inspections of other auditors conducted by the PCAOB outside of China have at times identified deficiencies in those auditors’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The lack of PCAOB inspections in China prevents the PCAOB from regularly evaluating our auditor’s audits and its quality control procedures. As a result, shareholders may be deprived of the benefits of PCAOB inspections, and may lose confidence in our reported financial information and procedures and the quality of our financial statements.

 

If additional remedial measures are imposed on the “big four” PRC-based accounting firms, including our independent registered public accounting firm, in administrative proceedings brought by the SEC alleging the firms' failure to meet specific criteria set by the SEC, with respect to requests for the production of documents, we could be unable to timely file future financial statements in compliance with the requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

 

Starting in 2011 the Chinese affiliates of the “big four” accounting firms, (including our independent registered public accounting firm) were affected by a conflict between US and Chinese law. Specifically, for certain US listed companies operating and audited in mainland China, the SEC and the PCAOB sought to obtain from the Chinese firms access to their audit work papers and related documents. The firms were, however, advised and directed that under China law they could not respond directly to the US regulators on those requests, and that requests by foreign regulators for access to such papers in China had to be channeled through the CSRC.

 

In late 2012 this impasse led the SEC to commence administrative proceedings under Rule 102(e) of its Rules of Practice and also under the Sarbanes-Oxley Act of 2002 against the Chinese accounting firms, (including our independent registered public accounting firm). A first instance trial of the proceedings in July 2013 in the SEC's internal administrative court resulted in an adverse judgment against the firms. The administrative law judge proposed penalties on the firms including a temporary suspension of their right to practice before the SEC, although that proposed penalty did not take effect pending review by the Commissioners of the SEC. On February 6, 2015, before a review by the Commissioner had taken place, the firms reached a settlement with the SEC. Under the settlement, the SEC accepts that future requests by the SEC for the production of documents will normally be made to the CSRC. The firms will receive matching Section 106 requests, and are required to abide by a detailed set of procedures with respect to such requests, which in substance require them to facilitate production via the CSRC. If they fail to meet specified criteria, the SEC retains authority to impose a variety of additional remedial measures on the firms depending on the nature of the failure.  Remedies for any future noncompliance could include, as appropriate, an automatic six-month bar on a single firm’s performance of certain audit work, commencement of a new proceeding against a firm, or in extreme cases the resumption of the current proceeding against all four firms.

 

In the event that the SEC restarts the administrative proceedings, depending upon the final outcome, listed companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act, including possible delisting. Moreover, any negative news about any such future proceedings against these audit firms may cause investor uncertainty regarding China-based, United States-listed companies and the market price of our ADSs may be adversely affected.

 

If our independent registered public accounting firm were denied, even temporarily, the ability to practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on our financial statements, our financial statements could be determined not to be in compliance with the requirements of the Exchange Act of 1934, as amended. Such a determination could ultimately lead to the delisting of our ordinary shares from the Nasdaq Global Select Market or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading of our ADSs in the United States.

 

-27-
 

Our articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our ordinary shares and ADSs.

 

Our articles of association contain provisions limiting the ability of others to acquire control of our company or cause us to enter into change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, in the form of ADS or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ADSs may fall and the voting and other rights of the holders of our ordinary shares and ADSs may be materially and adversely affected.

 

You may have to rely on price appreciation of our ADSs for any return on your investment.

 

Our board of directors has discretion as to whether to distribute dividends, subject to applicable laws. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our ADSs will likely depend entirely upon any future price appreciation of our ADSs. There is no guarantee that our ADSs will appreciate in value or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs.

 

We were a passive foreign investment company for the taxable year ended December 31, 2015, which generally will subject United States Holders of our ADSs or ordinary shares to special and adverse tax rules .

 

Based on the market price of our ADSs, the value of our assets, and the composition of our income and assets, we believe we were a “passive foreign investment company,” or PFIC, for United States federal income tax purposes for our taxable year ended December 31, 2015. In addition, it is likely that one or more of our subsidiaries were also PFICs for such year. A non-United States corporation will be a PFIC for any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income. We must make a separate determination after the close of each taxable year as to whether we were a PFIC for that year. Because the value of our assets for purposes of the PFIC test will generally be determined by reference to the market price of our ADSs or ordinary shares, our PFIC status will depend in large part on the market price of the ADSs or ordinary shares, which may fluctuate significantly. Unless the market price of our ADSs increases or we reduce the amount of cash and other passive assets we hold sufficiently from current levels, we are likely to remain a PFIC for future taxable years. Because we believe we were a PFIC for the taxable year ended December 31, 2015, United States Holders (as defined in “Item 10. Additional Information — E. Taxation — United States Federal Income Taxation”) of our ADSs or ordinary shares generally will be subject to special and adverse tax rules with respect to any “excess distribution” received from us and any gain from a sale or other disposition of the ADSs or ordinary shares. See “Item 10. Additional Information — E. Taxation — United States Federal Income Taxation — Passive Foreign Investment Company.”

 

Item 4.     Information on the Company

 

A. History and Development of the Company

 

Our founders, Mr. Yinan Hu, or Mr. Hu and Mr. Qiuping Lai, or Mr. Lai, formed two PRC companies, Guangzhou Nanyun Car Rental Services Co., Ltd. and Guangdong Nanfeng Automobile Association Co., Ltd., initially to provide automobile-related services, such as car rental and emergency services. In 1999, we began distributing automobile insurance products and automobile loans on an ancillary basis. In 2001, our founders transferred their interests in the two PRC companies to China United Financial Services Holdings Limited (then known as China Automobile Association Holdings Limited), or China United Financial Services, a British Virgin Islands company, as part of a series of transactions in which Cathay Capital Group, a private equity group, made an investment in China United Financial Services by subscribing for 40% of the equity interests.

 

-28-
 

We established two insurance agencies to distribute insurance products in Beijing and Guangdong in April and May 2002, respectively.

 

In June 2004, as part of its corporate restructuring to facilitate international fundraising, China United Financial Services incorporated CISG Holdings Ltd., or CISG Holdings, in the British Virgin Islands to be the holding company for its insurance agency and brokerage businesses. China United Financial Services transferred to CISG Holdings all of its rights and interests in four PRC insurance intermediary companies it then controlled. In September 2004, Cathay Capital Group subscribed for approximately 27.8% of the equity interests in CISG Holdings.

 

From June 2004 to December 2005, we expanded our operations by establishing eight insurance agencies and brokerages in Beijing, Sichuan and Guangdong.

 

In December 2005, an entity affiliated with CDH Growth Capital Holdings Company Limited, or CDH Growth Capital Holdings, a private equity firm, subscribed for approximately 26.4% of the equity interests in CISG Holdings, through CDH China Holdings Management Company Limited. In January 2015, CDH Growth Capital Holdings agreed to sell all of its equity interests in our company to certain members of our management.

 

We commenced our life insurance business by acquiring controlling interests in three insurance agencies in Sichuan, Hebei and Fujian in 2006. From 2006 to 2007, we further expanded our operations by establishing five insurance agencies and one insurance brokerage in Shandong, Hunan, Shenzhen, Shanghai, Fujian and Guangdong in 2006.

 

In anticipation of our initial public offering, we incorporated CNinsure Inc. in the Cayman Islands in April 2007. In July 2007, CNinsure Inc., on a 10,000-for-one basis, issued its ordinary shares to the then existing shareholders of CISG Holdings in exchange for all of the outstanding shares of CISG Holdings. After this restructuring transaction, CNinsure Inc. became the ultimate holding company of our group.

 

On October 31, 2007, we listed our ADSs on the Nasdaq Global Market under the symbol “CISG.” We and certain selling shareholders of our company completed the initial public offering of 13,526,773 ADSs, each representing 20 ordinary shares, on November 5, 2007.

 

On July 14, 2010, we completed a follow-on public offering of 4,600,000 ADSs, each representing 20 ordinary shares.

 

Since 2008, we have further extended our distribution and service network by establishing six insurance agencies and acquiring controlling interests in 18 insurance intermediary companies (excluding Datong and its subsidiaries).

 

We have also further expanded our product and service portfolio. In 2008, we began offering claims adjusting services by acquiring controlling interests in four claims adjusting firms. In October 2009, we invested in Sincere Fame to expand into the consumer financial services sector. In 2010, we acquired a majority equity interest in InsCom Holdings Limited, or InsCom Holdings, to build an e-commerce insurance platform. In June 2010, we established an insurance brokerage business unit to expand our product offerings from retail to commercial lines. In 2012, we started to offer wealth management products to our customers on a referral basis, though for regulatory reasons we have temporarily discontinued such sales since 2014.

 

In April 2014, we established Dianliang Information, as the holding company for eHuzhu (www.ehuzhu.com), an online mutual aid platform that we launched in July 2014. In June 2014, we established Shenzhen Chetong Network Technology Co., Ltd., or Chetong Network, as the holding company for Chetong.net, an internet-based service platform for the insurance industry, which we launched in August 2014. In July 2015, we transferred 19.9% and 80.1% of the equity interests in Chetong Network to CISLA and the management and employees of Chetong Network, respectively.

 

See “Item 4. Information on the Company-C. Organizational Structure” for more information on our corporate structure changes.

 

Our principal executive offices are located at 27/F, Pearl River Tower, No. 15 West Zhujiang Road, Guangzhou, Guangdong 510623, People’s Republic of China. Our telephone number at this address is +86-20-8388-6888. Our registered office is at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place as our board of directors may from time to time decide. Our agent for service of process in the United States is CT Corporation System, located at 111 Eighth Avenue, New York, New York 10011.

 

-29-
 

Recent Transactions

 

Agreement with Alltrust Insurance Company of China Limited

 

In April 2015, we entered into an agreement with Alltrust Insurance Company of China Limited, or Alltrust, a property and casualty insurance company operating in China, pursuant to which Alltrust agreed to acquire approximately 7.5% of the equity interests in CNinsure Inc. The transaction was not completed because Alltrust failed to obtain regulatory approval and therefore did not meet the conditions precedent for closing.

 

Agreement with Shaanxi J&R Firefighting Inc.,

 

In July 2015, Shaanxi J&R Firefighting Inc., or Shaanxi J&R, a manufacturer and supplier of fire protection and safety equipment in China and a company listed on Shenzhen Stock Exchange, entered into a share purchase agreement with Kingsford Resources Limited, or Kingsford, a company owned by members of our management, to acquire approximately 5.5% of the equity interests in CNinsure Inc. from Kingsford. The transaction was not completed as Shaanxi J&R failed to secure funding for closing.

 

Transactions Related to CISLA

 

In November 2015, CNinsure's subsidiary, CISLA filed an application with the NEEQ to be listed on the New Third Board, an emerging over-the-counter stock market for medium- and small-cap companies in China. As of March 31, 2016, the listing application is still pending for approval.

 

Prior to the submission of the listing application, CISLA underwent a series of corporate restructurings and issued new shares to CISLA's management and key employees. As a result, our shareholding in CISLA was diluted from 51% to 44.7% and the remaining equity interests of CISLA were owned by its founders, management and employees. We remain the largest shareholder of CISLA. We expect to continue to exercise substantial control over CISLA and to consolidate CISLA's results into our financial statements after the proposed listing.

 

In July 2015, in order to align the interests of the founding team of Chetong.net with the growth of the platform, Guangdong CNinsure Fangzhong Investment Management Co., Ltd., our subsidiary that initially owned 100% of the equity interests in Chetong Network, which operates Chetong.net, transferred (x) 80.1% of the equity interests in Chetong Network to the management and employees of Chetong Network for cash consideration of RMB16.0 million (US$2.5 million), and (y) 19.9% of the equity interests in Chetong Network to CISLA for cash consideration of RMB4.0 million (US$0.6 million). As a result, CISLA and the management and employees of Chetong Network currently hold 19.9% and 80.1% of Chetong Network, respectively.

 

Minority-Interest Buyout

 

In December 2015, we acquired the remaining 30% of the equity interests in Jiangsu CNinsure Lianchuang Insurance Agency Co., Ltd. or Jiangsu Lianchuang, for a total cash consideration of RMB0.9 million (US$0.1 million), increasing our shareholdings in Jiangsu Lianchuang from 70% to 100%.

 

In December 2015, we acquired the remaining 40% of the equity interests in Liaoning CNinsure Gena Insurance Agency Co., Ltd. or Liaoning Gena, for a total cash consideration of approximately RMB2.6 million (US$0.4 million), increasing our shareholdings in Liaoning Gena from 60% to 100%.

 

In December 2015, we acquired the remaining 30% of the equity interests in Jiangxi CNinsure Insurance Agency Co., Ltd. or Jiangxi Agency, for a total cash consideration of RMB1.8 million (US$0.3 million), increasing our shareholdings in Jiangxi Agency from 70% to 100%.

 

In December 2015, we acquired the remaining 45% of the equity interests in Shanghai CNinsure Guosheng Insurance Agency Co., Ltd. or Shanghai Guosheng, for a total cash consideration of approximately RMB2.3 million (US$0.4 million), increasing our shareholdings in Shanghai Guosheng from 55% to 100%.

 

-30-
 

In November 2015, we acquired the remaining 40% of the equity interests in Hubei CNinsure Insurance Agency Co., Ltd. or Hubei Agency, for a total cash consideration of RMB2.8 million (US$0.4 million), increasing our shareholdings in Hubei Agency from 60% to 100%.

 

In November 2015, we acquired the remaining 40% of the equity interests in Zhejiang CNinsure Tongchuang Insurance Agency Co., Ltd. or Zhejiang Tongchuang, for a total cash consideration of RMB2.0 million (US$0.3 million), increasing our shareholdings in Zhejiang Tongchuang from 60% to 100%.

 

In September 2015, we acquired an additional 29% of the equity interests in Shandong CNinsure Mintai Insurance Agency Co., Ltd. or Shandong Mintai, for a total cash consideration of RMB22 million (US$3.4 million), increasing our shareholdings in Shandong Mintai from 51% to 80%.

 

In June 2015, we acquired the remaining 49% of the equity interests in Ningbo CNinsure Baolian Insurance Agency Co., Ltd. or Ningbo Baolian, for a total cash consideration of RMB12 million (US$1.9 million), increasing our shareholdings in Ningbo Baolian from 51% to 100%.

 

In June 2015, we acquired the remaining 30% of the equity interests in Changsha CNinsure Lianyi Insurance Agency Co., Ltd. or Changsha Lianyi, for a total cash consideration of RMB7.5 million (US$1.2 million), increasing our shareholdings in Changsha Lianyi from 70% to 100%.

 

In June 2015, we acquired the remaining 49% of the equity interests in Shenyang CNinsure Fangda Insurance Agency Co., Ltd. or Shenyang Fangda, for a total cash consideration of RMB26 million (US$4.0 million), increasing our shareholdings in Shenyang Fangda from 51% to 100%.

 

In January 2015, we acquired the remaining 49% of the equity interests in Henan CNinsure Anlian Insurance Agency Co., Ltd. or Henan Anlian, for a total consideration of RMB68.0 million (US$10.5 million), increasing our shareholdings in Henan Anlian from 51% to 100%.

 

In January 2015, we acquired an additional 36.5% of the equity interest in Hebei Fanlian Insurance Agency Co., Ltd. or Hebei Fanlian, for total consideration consisting of RMB40.0 million (US$6.2 million) in cash and 12.5% equity interest in the business of Hebei Branch of CNinsure Lianxing Insurance Sales Co., Ltd., or CNinsure Lianxing, increasing our shareholdings in Hebei Fanlian from 51% to 87.5%.

 

Capital Expenditure

 

Our capital expenditures have been used primarily to construct, upgrade and maintain our online platforms. See “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources.”

 

B.Business Overview

 

We are a leading independent online-to-offline financial services provider in China. Through our online platforms and offline sales and service network, we distribute to individual and institutional customers in China a wide variety of property, casualty and life insurance products underwritten by domestic and foreign insurance companies operating in China and provide insurance claims adjusting services, such as damage assessments, surveys, authentications and loss estimations.

 

We distribute insurance products to customers primarily through our sales agents and brokers, and provide claims adjustment services through our claims adjustors. With 132,539 sales agents, 173 in-house sales representatives, 25 in-house brokers, 918 non-affiliated independent brokers, 1,400 claims adjustors and 602 sales and service outlets as of March 31, 2016, our distribution and service network reaches 29 out of 34 provinces in China, including some of the most economically developed regions and affluent cities.

 

Technological developments and the growth of mobile internet access have significantly changed the way we operate our business. For instance, we develop and implement Internet-enabled mobile applications for our sales agents, through which they can access a broad range of auto insurance and life insurance products from multiple insurance companies, and compare prices and purchase insurance products on their mobile devices for their clients.

 

-31-
 

We also operate several online platforms, which we define as websites and Internet-enabled applications that aggregate insurance product offerings from various insurance companies:

 

·Baowang (www.baoxian.com), an online insurance platform that allows customers to directly compare and shop for hundreds of accident, health, travel and homeowner insurance products from dozens of insurance companies online. As of March 31, 2016, Baowang has over 343,000 registered members.

 

·eHuzhu (www.ehuzhu.com), an online non-profit mutual aid platform that provides low-cost alternative risk-protection programs on a mutual aid basis among program members. eHuzhu currently offers two programs that cover mutual aid for cancer and accidental death. When a member signs up for a program offered by eHuzhu, he or she agrees to provide financial aid to and is entitled to receive financial aid from other program members in case of any claims covered under such program. The amount of financial aid that each member can claim for is up to RMB300,000, with the maximum contribution from each member limited to RMB3 for each valid claim. As of March 31, 2016, eHuzhu has attracted over 765,000 registered members.

 

We are compensated for our insurance agency, insurance brokerage and claims adjusting services primarily by commissions and fees paid by insurance companies, typically based on a percentage of the premium paid by the insured or a percentage of the amount recovered from insurance companies. Commission and fee rates generally depend on the type of insurance products, the particular insurance company and the region in which the products are sold.

 

As of March 31, 2016, we had one e-commerce insurance platform and one online mutual aid platform, and 39 insurance intermediary companies in the PRC, of which 34 were insurance agencies including three with national operating licenses, two were insurance brokerages and three were insurance claims adjusting firms. We also own 20.6% of the equity interests in a financial service company which is primarily engaged in the origination and management of small loans made to individuals, loan repackaging, asset management-related services to financial institutions and mortgage agency services to individuals, 19.5% of the equity interests in a wealth management service company, and 8.9% of the equity interests in an online claims services provider.

 

The professional insurance intermediary sector in China is highly fragmented. We believe this offers substantial opportunities for further growth and consolidation. The proliferation of internet access also presents us with huge opportunities to directly reach out to a much broader customer base. We intend to take advantage of these opportunities to increase our market share by aggressively developing and promoting our online platforms, expanding our offline distribution and service network and broadening our product portfolio.

 

Segment Information

 

We realigned our financial reporting structure to more accurately reflect our organizational structure and changing business mix. Under the realigned business structure, our business is divided into three major reporting operating segments: (1) insurance agency, (2) insurance brokerage and (3) claims adjusting. The insurance agency segment provides a broad range of property and casualty and life insurance products to individual customers. The insurance brokerage segment primarily provides commercial lines of property and casualty insurance, group life insurance programs and risk management consulting services to businesses and reinsurance brokerage services to insurance companies. The claims adjusting segment primarily provides claims adjusting services to self-insured entities or insurance companies that choose to outsource some or all of their claims adjustment functions..

 

Insurance Agency Segment

 

Our insurance agency segment accounted for 80.7%, 75.6% and 76.2% of our net revenues in 2013, 2014 and 2015, respectively. Revenue from this segment is derived from two broad categories of insurance products: (i) property and casualty insurance products, and (ii) life insurance products, both primarily focused on meeting the insurance needs of individuals.

 

-32-
 

Property and Casualty Insurance Products

 

Our main property and casualty insurance product is automobile insurance. In addition, we also offer individual accident insurance, travel insurance, disability income insurance, commercial property insurance, construction insurance products and other property and casualty products. The property and casualty insurance products we distribute to individual customers can be further classified into the following categories:

 

·Automobile Insurance. Automobile insurance is the largest segment of property and casualty insurance in the PRC in terms of gross written premiums. We distribute both standard automobile insurance policies and supplemental policies, which we refer to as riders. The standard automobile insurance policies we sell generally have a term of one year and cover damages caused to the insured vehicle by collision and other traffic accidents, falling or flying objects, fire, explosion and natural disasters. We also sell standard third-party liability insurance policies, which cover bodily injury and property damage caused by an accident involving an insured vehicle to a person not in the insured vehicle. The riders we distribute cover additional losses, such as liability to passengers, losses arising from vehicle theft and robbery, broken glass and vehicle body scratches.

 

·Individual Accident Insurance. The individual accident insurance products we distribute generally provide a guaranteed benefit during the coverage period, which usually is one year or a shorter period, in the event of death or disability of the insured as a result of an accident, or a reimbursement of medical expenses to the insured in connection with an accident. These products typically require only a single premium payment for each coverage period. Because most of the individual accident insurance products we distribute are underwritten by property and casualty insurance companies, we classify individual accident insurance products as property and casualty insurance products.

 

·Travel Insurance. The travel insurance products we distribute are short-term insurance providing guaranteed benefit in the event of death or disability and covering travel-related emergencies and losses, either within one's own country, or internationally. These products typically require only a single premium payment for each coverage period.

 

·Disability Income Insurance. The disability income insurance products we distribute generally have a term of one year and provide supplementary income before the insured can get back to their regular employment or for a specified period in the event of illness or disability. These products typically require only a single premium payment for each coverage period. Because most of the disability income insurance products we distribute are underwritten by property and casualty insurance companies, we classify them as property and casualty insurance products.

 

·Commercial Property Insurance. The commercial property insurance products we distribute include basic, comprehensive and all risk policies. Basic commercial property insurance policies generally cover damage to the insured property caused by fire, explosion and thunder and lightning. Comprehensive commercial property insurance policies generally cover damage to the insured property caused by fire, explosion and certain natural disasters. All risk commercial property insurance policies cover all causes of damage to the insured property not specifically excluded from the policies.

 

·Homeowner Insurance. The homeowner insurance products we distribute primarily cover the damage to the insured house, furniture and household electrical appliance caused by a number of standard risks such as fire, flood and explosion.

 

The property and casualty insurance products we distributed in 2015 were primarily underwritten by PICC P&C, CPIC, Ping An, Taiping and Alltrust Property Insurance Co., Ltd..

 

Life Insurance Products

 

We expect the sale of life insurance products to continue to be an important source of our revenue in the next several years. The life insurance products we distribute can be broadly classified into the categories set forth below. Due to constant product innovation by insurance companies, some of the insurance products we distribute combine features of one or more of the categories listed below:

 

·Individual Whole Life Insurance. The individual whole life insurance products we distribute provide insurance for the insured person’s entire life in exchange for the periodic payment of fixed premiums over a pre-determined period, generally ranging from five to 20 years, or until the insured reaches a certain age. The face amount of the policy or, for some policies, the face amount plus accumulated interest is paid upon the death of the insured.

 

-33-
 

·Individual Term Life Insurance. The individual term life insurance products we distribute provide insurance for the insured for a specified time period or until the attainment of a certain age, in return for the periodic payment of fixed premiums over a pre-determined period, generally ranging from five to 20 years. Term life insurance policies generally expire without value if the insured survives the coverage period.

 

·Individual Endowment Life Insurance. The individual endowment products we distribute generally provide insurance coverage for the insured for a specified time period and maturity benefits if the insured reaches a specified age, and provide to a beneficiary designated by the insured guaranteed benefits upon the death of the insured within the coverage period. In return, the insured makes periodic payment of premiums over a pre-determined period, generally ranging from five to 25 years.

 

·Individual Education Annuity. The individual annuity products we distribute are primarily education related products. They provide annual benefit payments after the insured attains a certain age, or for a fixed time period, and provide a lump payment at the end of the coverage period. In addition, the beneficiary designated in the annuity contract will receive guaranteed benefits upon the death of the insured during the coverage period. In return, the purchaser of the annuity products makes periodic payment of premiums during a pre-determined accumulation period.

 

·Universal Insurance. We distribute certain universal insurance products that provide not only insurance coverage but also a minimum guaranteed return on the amount the insured puts into an individual investment account. In return, the insured makes periodic payment of premiums over a pre-determined period, generally ranging from five to 25 years.

 

·Participating Insurance. The participating insurance products we distribute not only provide insurance coverage but also pay dividends generated from the profits of the insurance company providing the policy. The dividends are typically paid out on an annual basis over the life of the policy. In return, the insured makes periodic payment of premiums over a pre-determined period, generally ranging from five to 25 years.

 

·Individual Health Insurance. The individual health insurance products we distribute primarily consist of catastrophic health insurance products, which provide guaranteed benefits for specified serious illnesses and medical insurance, which provides conditional reimbursement for medical expenses during the coverage period. In return, the insured makes periodic payment of premiums over a pre-determined period.

 

·Group Life Insurance. We distribute several group life insurance products, including group health insurance. These group products generally have a policy period of one year and require a single premium payment.

 

The life insurance products we distributed in 2015 were primarily underwritten by Huaxia Life Insurance Co., Ltd., Aegon-THTF Life Insurance Co., Ltd., Great Wall Life Insurance Co., Ltd., AVIVA-COFCO Life Insurance Co., Ltd. and Taikang Life Insurance Co., Ltd..

 

-34-
 

Insurance Brokerage Segment

 

Our insurance brokerage segment accounted for 3.6%, 10.8% and 13.1% of our net revenues in 2013, 2014 and 2015, respectively. Our insurance brokerage segment primarily markets and sells commercial lines of property and casualty insurance products, group life insurance products, liability insurance products and credit insurance products to corporate clients. This segment also offers risk management services to enterprises in various industries and reinsurance brokerage services to insurance companies. The insurance products that our insurance brokerage segment provides can be broadly classified into the categories set forth below.

 

·Cargo Insurance. The cargo insurance products we distribute cover damage to or loss of goods in transit by sea, land or air.

 

·Hull Insurance. The hull insurance products we distribute cover vessels against losses, liabilities and expenses caused by natural calamities, negligence of crew members and marine accidents, as well as collision liability.

 

·Liability Insurance. The liability insurance products we distribute are primarily product liability, employer’s liability, public liability and professional liability insurance products. These products generally cover losses to third parties due to the misconduct or negligence of the insured party, but exclude losses due to fraud or the willful misconduct of the insured party.

 

·Construction and Erection Insurance. The construction and erection insurance products we distribute cover property damages and personal injury losses caused by natural disasters and accidents in connection with construction and erection projects in China and abroad.

 

·Credit Insurance. The credit insurance products we distribute are primarily trade credit insurance, which protects the account receivables of business entities from loss due to credit risk, and consumer credit insurance, which enables the borrower to ensure the repayment of a personal consumption loan in the event of the borrower’s death, illness or disability, unemployment or other circumstances that may prevent him or her from earning income to service the debt.

 

·Extended Warranty Insurance. The extended warranty insurance products we distribute provide coverage for expenses associated with any repair or replacement of the sold items, such as an electrical appliance or auto vehicle, after the manufacturer's warranty has expired.

 

·Bank Account Crime Insurance. The bank account crime insurance products we distribute provide for the recovery of funds stolen from bank accounts.

 

As an insurance broker, we primarily place insurance programs for corporate clients with PICC P&C, China Life P&C, China United Property and Casualty Insurance Company Limited, CPIC and Ping An in 2015.

 

Claims Adjusting Segment

 

Total net revenues derived from our claims adjusting segment accounted for 14.9%, 13.6% and 10.7% of our total net revenue in 2013, 2014 and 2015, respectively. We offer the following insurance claims adjusting services:

 

·Pre-underwriting Survey. Before an insurance policy is sold, we conduct a survey of the item to be insured to assess its current value and help our clients determine the insurable value and the amount to be insured. We also help our clients assess the underwriting risk with respect to the item to be insured through surveys, appraisals and analysis.

 

·Claims Adjusting. When an accident involving the insured subject matter has occurred, we conduct an onsite survey to determine the cause of the accident and assess damage. We then determine the extent of the loss to the insured subject matter and prepare and submit a report to the insurance company summarizing our preliminary findings. Upon final conclusion of the case, we prepare and submit a detailed report to the insurance company setting forth details of the accident, cause of the loss, details of the loss, adjustment and determination of loss, an indemnity proposal and, where appropriate, a request for payment.

 

·Disposal of Residual Value. In the course of providing claims adjusting services, we also can appraise the residual value of the insured property and offer suggestions on the disposal of such property. Upon appointment by the insurance company, we handle the actual disposal of the insured property through auction, discounted sale, lease or other means.

 

-35-
 

·Loading and Unloading Supervision. Upon appointment by ship owners, shippers, consignees or insurance companies, we can monitor and record the loading and unloading processes of specific cargos.

 

·Consulting Services. We provide consulting services to both the insured and the insurance companies on risk assessment and management, disaster and damage prevention, investigation, and loss assessment.

 

We primarily provided claims adjusting services to Ping An, PICC P&C, CPIC, Dinghe Property Insurance Co., Ltd. and China Life P&C in 2015.

 

As competition intensifies and the insurance market becomes more mature in China, we believe there will be a further division of labor in the insurance intermediary sector. We expect that more insurance companies will choose to outsource claims adjusting functions to professional service providers while they focus on the core aspects of their business, including product development and asset and risk management. We believe we are well-positioned to capture such outsourcing opportunities.

 

Other Services

 

Other services contributed 0.8%, nil and nil of our total net revenue in 2013, 2014 and 2015, respectively, which mainly represented service fees derived from the referral of wealth management products to our insurance customers and the provision of IT services provided to a subsidiary of Sincere Fame.

 

In conjunction with the sale of automobile insurance products, we provide our customers with a number of value-added services under our service slogan, “You take care of driving, and we’ll take care of the rest.” For example, we assist our customers with obtaining vehicle licenses and subsequent annual inspections. We maintain 24-hour service hotlines in most of our principal markets. When an accident involving an insured vehicle occurs within these markets, our service staff can arrive at the scene quickly after being notified through the 24-hour service hotline and provide onsite assistance to our customers. Fees derived from these services related to insurances products are recorded as net revenues from insurance agency business.

 

Seasonality

 

See “Item 5. Operating and Financial Review and Prospects — A. Operating Results — Factors Affecting Our Results of Operations — Seasonality.”

 

Distribution and Service Network and Marketing

 

We have an offline distribution and service network that, as of March 31, 2016, consisted of 34 insurance agencies, two insurance brokerages and three claims adjusting firms, with 602 sales and service outlets, 132,539 registered independent sales agents, 173 in-house sales representatives, 25 in-house insurance brokers, 918 non-affiliated independent brokers and 1,400 in-house claims adjustors. Our distribution and service network covers 29 provinces and reaches some of the most economically developed regions and wealthiest cities in China, such as Beijing, Shanghai, Guangzhou and Shenzhen.

 

The following table sets forth additional information concerning our distribution and service network as of March 31, 2016, broken down by provinces:

 

-36-
 

 

Province  Number of Sales and Service Outlets  Number of Sales Agents  Number of In-house Sales Representatives  Number of In-house Adjustors  Number of In-house Brokers
Guangdong   104    26,953    150    248    25 
Hebei    60    19,661        75     
Shandong   71    16,538    4    19     
Sichuan    71    11,119        49     
Zhejiang   46    8,896    8    67     
Beijing     25    8,095    7    121     
Shaanxi     2    6,860        59     
Henan    27    6,856        6     
Liaoning    37    5,922        82     
Hunan    19    5,386        24     
Fujian   28    4,820        10     
Chongqing    4    3,519        27     
Hubei    26    3,182    1    58     
Jiangsu    26    2,951        121     
Tianjin    7    1,658        29     
Jilin    2    68        37     
Jiangxi   6    34    3    24     
Shanghai    14    21        143     
Guangxi    7            47     
Yunnan    2            50     
Hainan    2            14     
Anhui    1            7     
Inner Mongolia    2            10     
Gansu    2            10     
Shanxi    2            11     
Xinjiang    1            5     
Guizhou    4            20     
Heilongjiang   2            19     
Qinghai   2            8     
Total   602    132,539    173    1,400    25 

 

We market and sell personal lines of property and casualty insurance products and life insurance products to customers through both registered independent sales agents, who are not our employees, and our in-house sales representatives. We also market and sell accidental, health, travel and homeowner insurance products directly to customers through our online platform Baowang (www.baoxian.com). We market and sell insurance claims adjusting services primarily to insurance companies through our in-house professional claims adjustors and to non-affiliated service representatives through Chetong.net, an online service platform, by bidding for claims adjusting business contracts. We provide insurance brokerage services to customers through both our in-house brokers and non-affiliated independent brokers.

 

Customers

 

We sell automobile insurance, individual accident insurance and homeowner insurance products primarily to individual customers. We sell commercial property insurance, cargo insurance, hull insurance, liability insurance and construction insurance products to institutional customers. Customers for the life insurance products we distribute are primarily individuals under 50 years of age. For the year ended December 31, 2015, no single individual customer of insurance products accounted for more than 1% of our net revenues. Our customers for the claims adjusting services are primarily insurance companies.

 

As of December 31, 2015, we had accumulated approximately 6.2 million individual customers and 1.3 million institutional customers. By providing certain value-added services to these customers at no additional charge, we seek to build a loyal customer base that generates referrals and cross-selling opportunities.

 

-37-
 

Insurance Company Partners

 

As of March 31, 2016, we had established business relationships with 72 insurance companies in the PRC. In the Chinese insurance market, local branches of insurance companies generally have the authority to enter into contracts in their own names with insurance intermediaries. Historically, we have entered into and maintained business relationships with insurance companies at the local level. That is, our insurance agencies, brokerages and claims adjusting firms enter into contracts with different local branches of an insurance company that are located within their respective regions. The termination of a business relationship between one of our insurance agencies, brokerages or claims adjusting firms and a local branch of an insurance company generally would have no significant impact on the business relationships between our other insurance agencies, brokerages and claims adjusting firms and the other branches of the same insurance company. Since 2007, we have also sought to establish business relationships with insurance companies at the corporate headquarters level in order to leverage the combined sales volumes of our various affiliated insurance agencies and brokerages located in different parts of China. As of March 31, 2016, we had outstanding contracts with 19 life insurance companies and 49 property and casualty insurance companies at the corporate headquarters level for the distribution of insurance products and outsourcing of claims adjusting services.

 

Competition

 

A number of industry players are involved in the distribution of insurance products in the PRC. We compete for customers on the basis of product offerings, customer services and reputation. Because we primarily distribute individual insurance products, our principal competitors include:

 

·Professional insurance intermediaries. The professional insurance intermediary sector in China is highly fragmented, accounting for only 7.3% of the total insurance premiums generated in China in 2014, according to the latest Chinese Insurance Intermediary Market Report. Several insurance intermediary companies have received private equity or venture capital funding in recent years and are actively pursuing expansion. We believe that we can compete effectively with these insurance intermediary companies because we have a longer operating history, we have a strong and stable team of managers and sales professionals equipped with CNpad (our proprietary sales support workstation), we offer diversified products to our sales agents and clients, we have built a unified operating platform and we were the first to adopt mobile technology to distribute insurance products among professional insurance intermediaries in China. With increasing consolidation expected in the insurance intermediary sector in the coming years, we expect competition within this sector to intensify.

 

·Insurance companies. The distribution of individual life insurance products in China historically has been dominated by insurance companies, which usually use both in-house sales forces and exclusive sales agents to distribute their own products. In addition, in recent years several major insurance companies have increasingly used telemarketing and the internet to distribute auto insurance. We believe that we can compete effectively with insurance companies because we focus only on distribution and offer our customers a broad range of insurance products underwritten by multiple insurance companies.

 

·Entities that offer insurance products online. In recent years, domestic insurance companies, portal websites and professional insurance intermediaries have begun providing online information to consumers interested in purchasing insurance products. However, each of their insurance e-commerce operations has its own limitations. The insurance products offered on an insurance company’s website are usually confined to those under its own brand. Most portal websites provide separate product information with little ability to compare among insurance plans. None of the professional insurance intermediaries that organize online product distribution has a nation-wide sales and service network to support after-sale service. We believe that we can compete effectively with these business entities because our independent online insurance platform offers a broad range of insurance products underwritten by multiple insurance companies, product comparisons between prices, services and policy benefits and good after-sale services that are backed by our call center and nation-wide service network.

 

·Other business entities. In recent years, business entities that distribute insurance products as an ancillary business, primarily commercial banks and postal offices, have been playing an increasingly important role in the distribution of insurance products, especially life insurance products. However, the insurance products distributed by these entities are mostly confined to those related to their main lines of business, such as investment-related life insurance products. We believe that we can compete effectively with these business entities because we offer our customers a broader variety of products.

 

In addition to individual insurance products, we also distribute commercial property and casualty insurance products. As a result, we also compete, to a lesser degree, with insurance intermediaries that focus on the distribution of commercial property and casualty insurance products. We believe that we can compete effectively with these business entities because we can leverage our leading position in the distribution of individual insurance products and provision of property-related claims services, including our strong relationship with insurance companies, existing abundant customer resources and large distribution network, to rapidly develop our brokerage business.

 

-38-
 

We compete primarily with the other major claims adjusting firms in China, particularly Min Tai’an Insurance Surveyors & Loss Adjusters Co., Ltd., or Min Tai’an. We believe that we can compete effectively with Min Tai’an and other major insurance claims adjusting firms because we offer our customers a diversified range of claims adjusting services covering property insurance, automobile insurance and marine and cargo insurance and are able to leverage the business relationships we have developed with insurance companies through the distribution of property and casualty insurance products.

 

Intellectual Property

 

Our brand, trade names, trademarks, trade secrets and other intellectual property rights distinguish our business platform, services and products from those of our competitors and contribute to our competitive advantage in the professional insurance intermediary sector. To protect our intellectual property, we rely on a combination of trademark, copyright and trade secret laws as well as confidentiality agreements with our employees, sales agents, contractors and others. As of March 31, 2016, we had 35 registered trademarks in China, including our corporate logo. Our main website is www.cninsure.net.

 

Regulation

 

Regulations of the Insurance Industry

 

The insurance industry in the PRC is highly regulated. CIRC is the regulatory authority responsible for the supervision of the Chinese insurance industry. Insurance activities undertaken within the PRC are primarily governed by the Insurance Law and the related rules and regulations.

 

Initial Development of Regulatory Framework

 

The Chinese Insurance Law was enacted in 1995. The original insurance law, which we refer to as the 1995 Insurance Law, provided the initial framework for regulating the domestic insurance industry. Among the steps taken under the 1995 Insurance Law were the following:

 

·Licensing of insurance companies and insurance intermediaries, such as agencies and brokerages. The 1995 Insurance Law established requirements for minimum registered capital levels, form of organization, qualification of senior management and adequacy of the information systems for insurance companies and insurance agencies and brokerages.

 

·Separation of property and casualty insurance businesses and life insurance businesses. The 1995 Insurance Law classified insurance between property, casualty, liability and credit insurance businesses, on the one hand, and life, accident and health insurance businesses on the other, and prohibited insurance companies from engaging in both types of businesses.

 

·Regulation of market conduct by participants. The 1995 Insurance Law prohibited fraudulent and other unlawful conduct by insurance companies, agencies and brokerages.

 

·Substantive regulation of insurance products. The 1995 Insurance Law gave insurance regulators the authority to approve the basic policy terms and premium rates for major insurance products.

 

·Financial condition and performance of insurance companies. The 1995 Insurance Law established reserve and solvency standards for insurance companies, imposed restrictions on investment powers and established mandatory reinsurance requirements, and put in place a reporting regime to facilitate monitoring by insurance regulators.

 

·Supervisory and enforcement powers of the principal regulatory authority. The principal regulatory authority, then the PBOC, was given broad powers under the 1995 Insurance Law to regulate the insurance industry.

 

-39-
 

Establishment of the CIRC and 2002 Amendments to the Insurance Law

 

China’s insurance regulatory regime was further strengthened with the establishment of the CIRC in 1998. The CIRC was given the mandate to implement reform in the insurance industry, minimize insolvency risk for Chinese insurers and promote the development of the insurance market.

 

The 1995 Insurance Law was amended in 2002 and the amended insurance law, which we refer to as the 2002 Insurance Law, became effective on January 1, 2003. The major amendments to the 1995 Insurance Law include:

 

·Authorizing the CIRC to be the insurance supervisory and regulatory body nationwide. The 2002 Insurance Law expressly grants the CIRC the authority to supervise and administer the insurance industry nationwide.

 

·Expanding the permitted scope of business of property and casualty insurers. Under the 2002 Insurance Law, property and casualty insurance companies may engage in the short-term health insurance and accident insurance businesses upon the CIRC’s approval.

 

·Providing additional guidelines for the relationship between insurance companies and insurance agents. The 2002 Insurance Law requires an insurance company to enter into an agent agreement with each insurance agent that will act as an agent for that insurance company. The agent agreement sets forth the rights and obligations of the parties to the agreement as well as other matters pursuant to law. An insurance company is responsible for the acts of its agents when the acts are within the scope authorized by the insurance company.

 

·Relaxing restrictions on the use of funds by insurance companies. Under the 2002 Insurance Law, an insurance company may use its funds to make equity investments in insurance-related enterprises, such as asset management companies.

 

·Allowing greater freedom for insurance companies to develop insurance products. The 2002 Insurance Law allowed insurance companies to set their own policy terms and premium rates, subject to the approval of, or a filing with, the CIRC.

 

2009 Amendments to the Insurance Law

 

The 2002 Insurance Law was amended again in 2009 and the amended insurance law, which we refer to as the 2009 Insurance Law, became effective on October 1, 2009. The major amendments to the 2009 Insurance Law include:

 

·Strengthening protection of the insured’s interests. The 2009 Insurance Law added a variety of clauses such as incontestable clause, abstained and estoppels clause, common disaster clause and amending immunity clause, claims-settlement prescription clause, reasons for claims rejection and contract modification clause.

 

·Strengthening supervision on the qualification of the shareholders of the insurance companies and setting forth specific qualification requirements for the major shareholders, directors, supervisors and senior managers of insurance companies.

 

·Expanding the business scope of insurers and further relaxing restriction on the use of fund by insurers.

 

·Strengthening supervision on solvency of insurers with stricter measures.

 

·Tightening regulations governing the administration of insurance intermediary companies, especially those relating to behaviors of insurance agents.

 

According to the 2009 Insurance Law, the minimum registered capital required to establish an insurance agency or insurance brokerage as a company must comply with the PRC Company Law. The registered capital or the capital contribution of insurance agencies or insurance brokerages must be paid-up capital in cash. The 2009 Insurance Law also sets forth some specific qualification requirements for insurance agency and brokerage practitioners. The senior managers of insurance agencies or insurance brokerages must meet specific qualification requirements, and their appointments are subject to approval of the CIRC. Personnel of an insurance agency or insurance brokerage engaging in the sales of insurance products must meet the qualification requirements set by the CIRC and obtain a qualification certificate issued by the CIRC. Under the 2009 Insurance Law, the parties to an insurance transaction may engage insurance adjusting firms or other independent appraisal firms that are established in accordance with applicable laws, or persons who possess the requisite professional expertise, to conduct assessment and adjustment of the insured subject matters. Additionally, the 2009 Insurance Law specifies additional legal obligations for insurance agencies and brokerages.

 

-40-
 

2014 Amendments to the Insurance Law

 

The 2002 Insurance Law was amended again in 2014 and the amended insurance law, which we refer to as the 2014 Insurance Law, became effective on August 31, 2014. The major amendments of the 2014 Insurance Law include:

 

·Relaxing restrictions on actuaries. The 2014 Insurance Law no longer requires Insurance companies shall employ actuaries recognized by the insurance regulatory authority under the State Council. However, an insurance company shall also engage professionals, and establish an actuarial reporting system and a compliance reporting system as before.

 

2015 Amendments to the Insurance Law

 

The 2014 Insurance Law was amended again in 2015 and the amended insurance law, which we refer to as the 2015 Insurance Law, became effective on April 24, 2015. The major amendments of the 2015 Insurance Law include:

 

·Eliminating the requirement for an insurance agent or broker to obtain a qualification certificate issued by the CIRC before providing any insurance agency or brokerage services.

 

·Relaxing the requirement for the establishment or other significant corporate events of an insurance agency or brokerage firm. For example, an insurance agency or brokerage firm is allowed to apply for a business permit from the CIRC and a business license from the local AIC simultaneously under the 2015 Insurance Law, while an insurance agency or brokerage firm had to apply for and receive a business permit issued by the CIRC before it could apply for a business license from and register with the relevant local AIC under the 2014 Insurance Law. Prior approval by the CIRC is no longer required for the divesture or mergers of insurance agencies or brokerage firms, the change of their organizational form, or the establishment or winding-up of a branch by an insurance agency or brokerage firm.

 

The CIRC

 

The CIRC has extensive authority to supervise insurance companies and insurance intermediaries operating in the PRC, including the power to:

 

·promulgate regulations applicable to the Chinese insurance industry;

 

·investigate insurance companies and insurance intermediaries;

 

·establish investment regulations;

 

·approve policy terms and premium rates for certain insurance products;

 

·set the standards for measuring the financial soundness of insurance companies and insurance intermediaries;

 

·require insurance companies and insurance intermediaries to submit reports concerning their business operations and condition of assets;

 

·order the suspension of all or part of an insurance company or an insurance intermediary’s business;

 

-41-
 

·approve the establishment, change and dissolution of an insurance company, an insurance intermediary or their branches;

 

·review and approve the appointment of senior managers of an insurance company, an insurance intermediary or their branches; and

 

·punish insurance companies or intermediaries for improper behaviors or misconducts.

 

Regulation of Insurance Agencies

 

The principal regulation governing insurance agencies in China is the Provisions on the Supervision of Professional Insurance Agencies, or the POSPIA, promulgated by the CIRC on September 18, 2009 and effective on October 1, 2009, which has been amended by (i) the Decision on Revising the POSPIA issued by the CIRC and effective on April 27, 2013, and (ii) the second amendment to the POSPIA issued by the CIRC and effective on October 19, 2015. According to the POSPIA, the establishment of an insurance agency is subject to minimum registered capital requirement and other requirements and to the approval of the CIRC. The term “insurance agency” refers to an entity that meets the qualification requirements specified by the CIRC, has obtained the license to conduct an insurance agency business with the approval of the CIRC, engages in the insurance business by and within the authorization of, and which collects commissions from, insurance companies. An insurance agency may take any of the following forms: (i) a limited liability company; or (ii) a joint stock limited company. According to the CIRC’s Decision on Revising the Regulatory Provisions on Professional Insurance Agencies, or the Insurance Agency Decision, promulgated on April 27, 2013, unless otherwise stipulated by the CIRC, the minimum registered capital for establishing a new insurance agency is RMB50 million instead of RMB2 million for a regional insurance agency and RMB10 million for a nationwide insurance agency as previously required. An additional increase of registered capital is no longer required to establish a branch or sales office. Pursuant to the Notice of the CIRC on Further Clarifying Certain Issues Relating to the Access to the Professional Insurance Intermediary Market, a professional insurance agency that was established prior to the promulgation of the Insurance Agency Decision and has a registered capital of no more than RMB50 million may apply to establish branches only in the province in which it is registered. A professional insurance agency company that was established prior to the promulgation of the Insurance Agency Decision, has a registered capital of not more than RMB50 million and has already established branches in provinces other than its place of registration may apply to establish additional branches in those provinces. An insurance agency may engage in the following insurance agency businesses:

 

·selling insurance products on behalf of the insurance companies;

 

·collecting insurance premiums on behalf of the insurance companies;

 

·conducting loss surveys and handling claims of insurance businesses on behalf of the insurer principal; and

 

·other business activities approved by the CIRC.

 

The name of an insurance agency must contain the words “insurance agency” or “insurance sales.” The license of an insurance agency is valid for a period of three years. An insurance agency shall submit a written report to the CIRC within five days from the date of occurrence of any of the following matters:(i) change of name or a branch’s name;(ii) change of domicile or a branch's business premises;(iii) change of names of sponsors or major shareholders;(iv) change of major shareholders;(v) change of registered capital;(vi) major changes to equity structure;(vii) amendment to the articles of association; (viii) divestment of a branch; (ix) establishment of a branch; (x) spin-off of or merger with an insurance agency or (xi) changes of organizational form. According to the Measures on the Supervision and Administration of Insurance Brokers and Insurance Claims Adjustors issued by the CIRC in January 2013, personnel of an insurance agency and its branches engaging in the sales of insurance products or relevant loss survey and claim settlement shall comply with the conditions prescribed by the CIRC. The senior managers of an insurance agency or its branches must meet specific qualification requirements set forth in the revised Regulatory Provisions on Professional Insurance Agencies. The appointment of the senior managers of an insurance agency or its branches is subject to review and approval of the CIRC.

 

-42-
 

Regulation of Insurance Brokerages

 

The principal regulation governing insurance brokerages is the Provisions on the Supervision of Insurance Brokerages, or the POSIB, promulgated by the CIRC on September 18, 2009 and effective on October 1, 2009, which has been amended by (i) the Decision on Revising the POSIB issued by the CIRC and effective on April 27, 2013, and (ii) the amendment to the POSIB issued by the CIRC and effective on October 19, 2015. According to the POSIB, the establishment of an insurance brokerage is subject to the approval of the CIRC. The term “insurance brokerage” refers to an entity engaging in the insurance brokering business that meets the qualification requirements specified by the CIRC and has obtained the license to operate an insurance brokering business with the approval of the CIRC. Insurance brokering business includes both direct insurance brokering, which refers to brokering activities on behalf of insurance applicants or the insured in their dealings with the insurance companies, and reinsurance brokering, which refers to brokering activities on behalf of insurance companies in their dealings with reinsurance companies. An insurance brokerage may take any of the following forms: (i) a limited liability company; or (ii) a joint stock limited company. According to the Decision on Revising the Regulatory Provisions on the Supervision of Insurance Brokerages, or the Insurance Brokerage Decision, promulgated on April 27, 2013, unless otherwise stipulated by the CIRC, the minimum registered capital for establishing a new insurance brokerage is RMB50 million instead of RMB10 million as previously required. An additional increase of registered capital is no longer required for establishing a branch or sales office. Pursuant to the Notice of the CIRC on Further Clarifying Certain Issues Relating to the Access for Professional Insurance Intermediary Companies Market, a professional insurance brokerage company that was established prior to the promulgation of the Insurance Brokerage Decision and has a registered capital of no more than RMB50 million may apply to establish branches only in the province in which it is registered. A professional insurance brokerage company that was established prior to the promulgation of the Insurance Brokerage Decision, has a registered capital of not more than RMB50 million and has already established branches in provinces other than its place of registration may apply to establish additional branches in those provinces. Insurance brokerage companies that provide internet insurance services must have a registered capital of not less than RMB50 million, unless they were already engaged in internet insurance services prior to the promulgation of the Insurance Brokerages Decision.

 

An insurance brokerage may conduct the following insurance brokering businesses:

 

·making insurance proposals, selecting insurance companies and handling the insurance application procedures for the insurance applicants;

 

·assisting the insured or the beneficiary to claim compensation;

 

·reinsurance brokering business;

 

·providing consulting services to clients with respect to disaster and damage prevention, risk assessment and risk management; and

 

·other business activities approved by the CIRC.

 

The name of an insurance brokerage must contain the words “insurance brokerage.” The license of an insurance brokerage is valid for a period of three years. An insurance brokerage shall submit a written report to the CIRC within five days from the date of occurrence of any of the following matters: (i) change of name or a branch’s name; (ii) change of domicile or a branch's business premises; (iii) change of names of sponsors or major shareholders; (vi) change of major shareholders; (v) change of registered capital; (vi) major changes to equity structure; (vii) amendment to the articles of association; or (viii) divestment of a branch. Personnel of an insurance brokerage and its branches who engage in any of the insurance brokering businesses described above must comply with the qualification requirements prescribed by the CIRC. The senior managers of an insurance brokerage must meet specific qualification requirements set forth in the Provisions on the Supervision of Insurance Brokerages. Appointment of the senior managers of an insurance brokerage is subject to review and approval by the CIRC.

 

Regulation of Insurance Claims Adjusting Firms

 

The principal regulations governing insurance adjusting firms are the Provisions on the Supervision of Insurance Claims Adjusting Firms, or the POSICAF, issued by the CIRC on September 18, 2009 and effective on October 1, 2009, which has been amended by (i) the Decision on Revising the POSICAF issued by the CIRC on September 29, 2013 and effective on December 1, 2013, and (ii) the amendment to POSICAF issued by the CIRC and effective on October 19, 2015, or the 2015 Amendment. According to the POSICAF, the term “insurance adjusting firm” refers to an entity that is established in accordance with applicable laws and regulations and with the approval of the CIRC and engages in the assessment, survey, authentication, loss estimation and adjustment of the insured subject matters upon the entrustment of the parties concerned. An insurance adjusting firm may take any of the following forms: (i) a limited liability company; (ii) a joint stock limited company; or (iii) a partnership.

 

-43-
 

Upon approval of the CIRC, an insurance adjusting firm may engage in the following businesses:

 

·inspecting, appraising the value of and assessing the risks of the subject matter before it is insured;

 

·surveying, inspecting, estimating the loss of and adjusting the insured subject matter after loss has been incurred;

 

·risk management consulting; and

 

·other business activities approved by the CIRC.

 

The name of an insurance adjusting firm must contain the words “insurance adjusting” and must avoid duplicating names of existing insurance claims adjusting firms. The license of an insurance adjusting firm is valid for a period of three years. In any of the following situations, an insurance adjusting firm shall submit a written report to the CIRC when it within five days from the date the resolution for change has been passed: (i) change of name or a branch’s name; (ii) change of domicile or a branch's business premises; (iii) change of names of sponsor, major shareholders or capital contributors; (iv) change of major shareholders or capital contributors; (v) major changes to the equity structure or the proportion of capital contributions; (vi) change of registered capital or capital contributions; (vii) amendment to the articles of association or the partnership agreement; (viii) division, merger and dissolution or any change in the form of organization; (ix) divestment of a branch; (ix) establishment of a branch; (x) division of or merger with an insurance agency or (xi) change of organizational form. Personnel of an insurance adjusting firm or its branches engaged in any of the insurance adjusting businesses described above comply with the qualification requirements prescribed by the CIRC. The senior managers of an insurance adjusting firm must meet specific qualification requirements set forth in the Provisions on the Supervision of Insurance Claims Adjusting Firms. Appointment of the senior managers of an insurance adjusting firm or its branches is subject to review and approval by the CIRC.

 

Regulation of Ancillary-Business Insurance Agencies

 

The principal regulation governing ancillary-business insurance agencies is the Interim Measures on the Administration of Ancillary-Business Insurance Agency issued by the CIRC on and effective as of August 4, 2000. The term “ancillary-business insurance agencies” refer to entities that are engaged by insurers to handle insurance business on behalf of insurers while concurrently engaging in another non-insurance-related business. Ancillary-business insurance agencies must meet the qualifications requirements set forth in this regulation. Upon reviewing and approving the qualifications of an entity applying to become an ancillary-business insurance agency, the CIRC will issue a “License for Ancillary-Business Insurance Agency,” which will be valid for three years. An ancillary-business insurance agency may only undertake insurance business on behalf of one insurance company, and the scope of the undertaken business is limited to the scope specified in the License for Ancillary- Business Insurance Agency.

 

Regulation of Insurance Salespersons

 

The principal regulation governing individual insurance salespersons is the Measures on the Supervision and Administration of Insurance Salespersons issued by the CIRC on January 6, 2013 and effective on July 1, 2013, which replaced the Provisions on the Administration of Insurance Salespersons promulgated on April 6, 2006 and effective on July 1, 2006. Under this regulation, the term “insurance salesperson” refers to an individual who sells insurance products for an insurance company, including those who are engaged by insurance companies or by insurance agencies. The person must have a college degree or above to be qualified for the examination. A person must be registered with the CIRC’s Insurance Intermediaries Regulatory Information System and obtain a “Practice Certificate of Insurance Salespersons” issued by the insurance company or insurance agency to which he or she belongs in order to conduct insurance sales activities.

 

-44-
 

Pursuant to the 2015 Insurance Law and the amended POSPIA, a sales person is no longer required to pass the qualification examination organized by the CIRC or insurance industry committees to obtain a Qualification Certificate.

 

Regulation of Insurance Brokers and Insurance Adjustors

 

The principal regulation governing insurance brokerage practitioners and insurance adjustment practitioners is the Measures on the Supervision and Administration of Insurance Brokers and Insurance Claims Adjustors issued by the CIRC on January 6, 2013 and effective on July 1, 2013. The person must have a college degree or above to be qualified for the examination. A person also must be registered with the CIRC’s Insurance Intermediary Supervision Information System and obtain a “Practice Certificate of Insurance Brokers” or “Practice Certificate of Claims Adjustors” issued by the insurance brokerage firm or insurance claims adjusting company to which he or she belongs in order to conduct insurance brokerage or claims adjustment activities. An insurance broker is not allowed to conduct insurance brokerage activities on behalf of himself or herself.

 

Pursuant to the 2015 Insurance Law and the amended POSIB and POSICAF, an insurance brokerage practitioners or insurance claims adjustment practitioners is no longer required to pass the qualification examination organized by the CIRC or insurance industry committees to obtain a “Qualification Certificate of Insurance Brokers” or a “Qualification Certificate of Claims Adjustors.”

 

Regulation of Insurance Intermediary Service Group Companies

 

The principal regulation governing insurance intermediary groups is the Provisional Measures for Supervision and Administration of the Insurance Intermediary Service Group Companies (for Trial Implementation) issued by the CIRC on September 22, 2011 with immediate effect. According to the regulation, the term “insurance intermediary service group company” refers to a professional insurance intermediary company that is established in accordance with applicable laws and regulations and with the approval of the CIRC that exercises sole or shared control of, or is able to exert major influence over, at least two subsidiaries that are professional insurance intermediary companies primarily engaged in the insurance intermediary business.

 

An insurance intermediary service group company must have:

 

·a registered capital of at least RMB100 million;

 

·no record of material violation by investors of applicable laws and regulations in the previous three years; and

 

·at least five subsidiaries, among which at least two are professional insurance intermediary companies which contribute at least 50% of the total revenues of the group.

 

The name of an insurance intermediary service group must contain the words “Group” or “Holding.” Its principal business must be equity investment, management and provision of supporting services. An insurance intermediary service group company shall, submit a written report to the CIRC and its local counterparts at the place of registration within five working days after the date of occurrence of the following: (i) changing its registered name or address; (ii) changing its registered capital; (iii) changing its equity structure by more than 5% or shareholders holding more than 5% of shares; (iv) changing its articles of association; (v) establishing, acquiring, merging or closing its subsidiary; (vi) engaging in related party transactions between member companies; (vii) disincorporating; (viii) significantly changing its business scope; or (ix) making a major strategic investment, suffering a significant investment loss or experiencing other material events or emergencies that affect or may affect the business management, financial status or risk control of the group. Senior managers of an insurance intermediary service group company must meet specific qualification requirements and appointment of the senior managers of an insurance intermediary service group company is subject to review and approval by the CIRC.

 

Content Related to Insurance Industry in the Legal Documents of China’s Accession to the WTO

 

According to the Circular of the CIRC on Distributing the Content Related to Insurance Industry in the Legal Documents of China’s Accession to the World Trade Organization, or WTO, for the life insurance sector, within three years of China’s accession to the WTO on December 11, 2001, geographical restrictions were to be lifted, equity joint venture companies allowed to provide health insurance, group insurance, and pension/annuity services to Chinese citizens and foreign citizens, and for there to be no other restrictions except those on the proportion of foreign investment (no more than 50%) and establishment conditions. For the non-life insurance sector, within three years of China’s accession, the geographical restrictions were to be lifted and no restrictions allowed other than establishment conditions. For the insurance brokerage sector, within five years of China’s accession, the establishment of wholly foreign-funded subsidiary companies was to be allowed, and no restriction other than establishment conditions and restrictions on business scope.

 

-45-
 

Content Related to Insurance Industry in the Closer Economic Partnership Arrangements

 

Under CEPA Supplement IV signed in July 2007 and CEPA Supplement VIII signed in December 2011, local insurance agencies in Hong Kong and Macao are allowed to set up wholly-owned insurance agency companies and conduct insurance intermediary businesses in Guangdong Province (including Shenzhen) on a pilot basis if they fulfill the following criteria:

 

·The applicant must have operated an insurance brokerage businesses in Hong Kong and Macao for over 10 years;

 

·The applicant's average annual revenue of insurance brokerage business for the past three years before application must not be less than HKD500,000 and the total assets as at the end of the year before application must not be less than HKD500,000;

 

·Within the years before application, there has been no serious misconduct or record of disciplinary action; and

 

·The applicant must have set up a representative office in mainland China for over one year

 

Regulations on Online Financial Services

 

On July 18, 2015, ten PRC regulatory agencies, including the PBOC, the CIRC and the CBRC, jointly issued the Guidelines on Promoting the Healthy Development of Internet Finance, or the Guidelines. The Guidelines encourage insurance companies to leverage Internet technology to transform and upgrade traditional financial services. The Guidelines also support financial institutions to build innovative international platforms that could conduct internet insurance business.

 

The Guidelines set out the basic principles for promoting the development and the administration of the online insurance sector. The respective regulatory agencies will adopt new rules and regulations to implement and enforce the principles set out in the Guidelines. As the implementing rules and regulations of the Guidelines have not been published, there is uncertainty as to how the requirements in the Guidelines will be interpreted and implemented.

 

Regulations on Foreign Exchange

 

Foreign Currency Exchange

 

Foreign exchange regulation in China is primarily governed by the following rules:

 

·Foreign Currency Administration Rules (1996), as amended pursuant to the Decision on Revising the Foreign Currency Administration Rules promulgated by the State Council on January 14, 1997 and the Foreign Currency Administration Rules promulgated by the State Council on August 5, 2008; and

 

·Administration Rules of the Settlement, Sale and Payment of Foreign Exchange.

 

Under the Foreign Currency Administration Rules, the RMB is convertible for current account items, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions. Conversion of RMB for capital account items, such as direct investment, loan, security investment and repatriation of investment, however, is still subject to the approval of the SAFE.

 

Under the Administration Rules of the Settlement, Sale and Payment of Foreign Exchange, foreign-invested enterprises may only buy, sell or remit foreign currencies at those banks authorized to conduct foreign exchange business after providing valid commercial documents and, in the case of capital account item transactions, obtaining approval from the SAFE. Capital investments by foreign-invested enterprises outside of China are also subject to limitations, which include approvals by the Ministry of Commerce, the SAFE and the State Development and Reform Commission.

 

-46-
 

Foreign Exchange Registration of Offshore Investment by PRC Residents

 

Pursuant to the SAFE Circular 37, issued on July 4, 2014, prior to making contribution to a SPC with legitimate holdings of domestic or overseas assets or interests, a PRC resident (including PRC institutions and resident individuals) shall apply to the relevant Foreign Exchange Bureau for foreign exchange registration of overseas investment. A PRC resident who makes contribution with legitimate holdings of domestic assets or interests shall apply for registration to the Foreign Exchange Bureau at its place of registration or the Foreign Exchange Bureau at the locus of the assets or interests of the relevant PRC enterprise. A PRC resident who makes contribution with legitimate holdings of overseas assets or interests shall apply for registration to the Foreign Exchange Bureau at its place of registration or household register. Where a registered overseas SPC experiences changes of its PRC resident individual shareholder, its name, operating period or other basic information, or experiences changes of material matters, such as the increase or reduction of contribution by the PRC resident individual, the transfer or replacement of equity, or merger or division, the PRC resident shall promptly change the foreign exchange registration of overseas investment with the Foreign Exchange Bureau concerned. Under SAFE Circular 37, failure to comply with the registration procedures set forth above may result in the penalties, including imposition of restrictions on a PRC subsidiary’s foreign exchange activities and its ability to distribute dividends to the SPV. See “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China — PRC regulations relating to the establishment of offshore special purpose companies by PRC residents and employee stock options granted by overseas-listed companies may increase our administrative burden, restrict our overseas and cross-border investment activity, or otherwise adversely affect us. If our shareholders who are PRC residents, or our PRC employees who are granted or exercise stock options, fail to make any required registrations or filings under such regulations, we may be unable to distribute profits and may become subject to liability under PRC laws.

 

SAFE Regulations on Employee Share Options

 

On December 25, 2006, the PBOC promulgated the “Measures for the Administration of Individual Foreign Exchange,” and on January 5, 2007, the SAFE further promulgated the implementation rules on those measures. Both became effective on February 1, 2007. According to the implementation rules, PRC citizens who are granted shares or share options by a company listed on an overseas stock market according to its employee share option or share incentive plan are required, through the PRC subsidiary of such overseas listed company or any other qualified PRC agent, to register with the SAFE and to complete certain other procedures related to the share option or other share incentive plan. Foreign exchange income received from the sale of shares or dividends distributed by the overseas listed company may be remitted into a foreign currency account of such PRC citizen or be exchanged into Renminbi. Our PRC citizen employees who have been granted share options are subject to the Individual Foreign Exchange Rules.

 

On March 28, 2007, SAFE promulgated the Operating Rules for Administration of Foreign Exchange in Domestic Individuals’ Participation in Employee Stock Ownership Plans and Stock Option plans of Companies Listed Abroad, or the Operating Rules, or the Operating Rules. Stock Option Rule. On February 15, 2012, SAFE promulgated the No. 7 Notice, which supersedes the Stock Option Rule in its entirety and immediately became effective upon circulation. According to the No. 7 Notice, domestic individuals, which include any directors, supervisors, senior managerial personnel or other employees of a domestic company who are Chinese citizens (including citizens of Hong Kong, Macao and Taiwan) or foreign individuals who consecutively reside in the territory of PRC for one year, who participate in the same equity incentive plan of an overseas listed company shall, through the domestic companies they serve, collectively entrust a domestic agency to handle issues like foreign exchange registration, account opening, funds transfer and remittance, and entrust an overseas institution to handle issues like exercise of options, purchasing and sale of related stocks or equity, and funds transfer. Where a domestic agency needs to remit funds out of China as required for individuals’ participation in an equity incentive plan, the domestic agency shall apply with the local office of the SAFE for a foreign exchange payment quota on a yearly basis. A domestic agency shall open a domestic special foreign exchange account in the bank. After repatriation of foreign currency income earned by individuals from participation in an equity incentive plan, the domestic agency shall request the bank to transfer the funds from its special foreign currency account to respective personal foreign currency deposit accounts. In the case of any significant change to the equity incentive plan of a company listed abroad (such as amendment to any major terms of the original plan, addition of a new plan, or other changes to the original plan due to merger, acquisition or reorganization of the overseas listed company or the domestic company or other major events), the domestic agency or the overseas trustee, the domestic agency shall, within three months of the occurrence of such changes, go through procedures for change of foreign exchange registration with the local office of the SAFE. The SAFE and its branches shall supervise, administer and inspect foreign exchange operations related to individuals’ participation in equity incentive plans of companies listed abroad, and may take regulatory measures and impose administrative sanctions on individuals, domestic companies, domestic agencies and banks violating the provisions of the No. 7 Notice.

 

-47-
 

We and our employees who have been granted applicable equity awards shall be subject to the No. 7 Notice. If we fail to comply with the No. 7 Notice, we and/or our employees who are subject to the No. 7 Notice may face sanctions imposed by foreign exchange authority or any other PRC government authorities.

 

Regulations on Dividend Distribution

 

The principal regulations governing dividend distributions of wholly foreign-owned companies include:

 

·Wholly Foreign-Owned Enterprise Law (1986), as amended pursuant to the Decision of the Standing Committee of the National People's Congress on Revising the Wholly Foreign-Owned Enterprise Law promulgated on October 31, 2000; and

 

·Wholly Foreign-Owned Enterprise Law Implementing Rules (1990), as amended pursuant to the Decision of the State Council on Amending the Rules for the Implementation of the Law on Foreign-Owned Enterprises promulgated by the State Council on April 12, 2001 and the Decision of the State Council on Revising the "Detailed Implementing Rules for the Wholly Foreign-Owned Enterprise Law which took effect as of the promulgation date of March 1, 2014.

 

Under these regulations, wholly foreign-owned companies in the PRC may pay dividends only out of their accumulated profits as determined in accordance with PRC accounting standards. In addition, these wholly foreign-owned companies are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds, until the accumulative amount of such fund reaches 50% of its registered capital. These reserve funds are not distributable as cash dividends.

 

Regulation on Overseas Listing

 

On August 8, 2006, six PRC regulatory agencies, namely, the PRC Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the CSRC and the SAFE, jointly adopted the Provisions on Foreign Investors' Merger with and Acquisition of Domestic Enterprises, or the Order No. 10 (2006) which became effective on September 8, 2006. The Order No. 10 (2006) purports, among other things, to require offshore SPVs, formed for overseas listing purposes and controlled by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange. On September 21, 2006, the CSRC published a notice on its official website specifying documents and materials required to be submitted to it by SPVs seeking CSRC approval of their overseas listings.

 

At the time of our initial public offering in October 2007, while the application of the M&A Rule remained unclear, our then PRC counsel at the time, Commerce & Finance Law Offices, had advised us that, based on their understanding of the then PRC laws and regulations as well as the procedures announced on September 21, 2006:

 

·the CSRC had jurisdiction over our initial public offering;

 

·the CSRC had not issued any definitive rule or interpretation concerning whether offerings like our initial public offering are subject to the M&A Rule; and

 

·despite the above, given that we had completed our inbound investment before September 8, 2006, the effective date of the M&A Rule, an application was not required under the M&A Rule to be submitted to the CSRC for its approval of the listing and trading of our ADSs on the Nasdaq Global Market, unless we are clearly required to do so by subsequent rules of the CSRC.

 

See “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China — The approval of the China Securities Regulatory Commission, or the CSRC, may have been required in connection with our initial public offering in October 2007 under a PRC regulation adopted in August 2006. Based on the advice of our PRC counsel, we did not seek CSRC’s approval for our initial public offering. Any requirement to obtain prior CSRC approval and a failure to obtain this approval, if required, could have a material adverse effect on our business, operating results, reputation and trading price of our ADSs.”

 

-48-
 

Regulations on Tax

 

PRC Enterprise Income Tax

 

The PRC EIT is calculated based on the taxable income determined under the PRC accounting standards and regulations, as well as the EIT law. On March 16, 2007, the National People’s Congress of China enacted the EIT Law, a new EIT law which became effective on January 1, 2008. On December 6, 2007, the State Council promulgated the Implementation Rules which also became effective on January 1, 2008. On December 26, 2007, the State Council issued the Notice on Implementation of Enterprise Income Tax Transition Preferential Policy under the EIT Law, or the Transition Preferential Policy Circular, which became effective simultaneously with the EIT Law. The EIT Law imposes a uniform EIT rate of 25% on all domestic enterprises and foreign-invested enterprises unless they qualify under certain exceptions. Under the EIT Law, as further clarified by the Implementation Rules, the Transition Preferential Policy Circular and other related regulations, enterprises that were established and already enjoyed preferential tax treatments before March 16, 2007 will continue to enjoy them in the following manners: (i) in the case of preferential tax rates, for a five-year period starting from January 1, 2008, during which the tax rate will gradually increase to 25%; or (ii) in the case of preferential tax exemption or reduction for a specified term, until the expiration of such term. However, if such an enterprise has not enjoyed the preferential treatments yet because of its failure to make a profit, its term for preferential treatment will be deemed to start from 2008. See “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China — The PRC Enterprise Income Tax Law may increase the enterprise income tax rate applicable to some of our PRC subsidiaries and consolidated affiliated entities, which could have a material adverse effect on our result of operations.”

 

Under the New Income Tax law, enterprises are classified as either resident or non-resident. A resident enterprise refers to one that is incorporated under the PRC law or under the law of a jurisdiction outside the PRC with its "de facto management organization" located within the PRC. Non-resident enterprise refers to one that is incorporated under the law of a jurisdiction outside the PRC with its "de facto management organization" located also outside the PRC, but which has either set up institutions or establishments in the PRC or has income originating from the PRC without setting up any institution or establishment in the PRC. Under the New Enterprise Income Tax, Implementation Regulation, or the New EIT Implementation Regulations, "de facto management organization" is defined as the organization of an enterprise through which substantial and comprehensive management and control over the business, operations, personnel, accounting and properties of the enterprise are exercised. Under the New Income Tax Law and the New EIT Implementation Regulation, a resident enterprise’s global net income will be subject to a 25% EIT rate. On April 22, 2009, the State Administration of Taxation, or the SAT, issued SAT Circular 82, which provides certain specific criteria for determining whether the "de facto management body" of a PRC-controlled enterprise that is incorporated offshore is located in China. In addition, the SAT issued a bulletin on July 27, 2011 providing more guidance on the implementation of Circular 82 and clarifies matters such as resident status determination. Due to the present uncertainties resulting from the limited PRC tax guidance on this issue and because substantially all of our operations and all of our senior management are located within China, we may be considered a PRC resident enterprise for EIT purposes, in which case: (i) we would be subject to the PRC EIT at the rate of 25% on our worldwide income; and (ii) dividends income received by us from our PRC subsidiaries, however, would be exempt from the PRC withholding tax since such income is exempted under the EIT Law for a PRC resident enterprise recipient. See “Item 3. Key Information — D.Risk Factors — Risks Related to Doing Business in China — Our global income or the dividends we receive from our PRC subsidiaries may be subject to PRC tax under the EIT Law, which could have a material adverse effect on our results of operations.”

 

PRC Business Tax

 

Taxpayers providing taxable services in China are required to pay a business tax at a normal tax rate of 5% of their revenues, unless otherwise provided. According to the Announcement on the VAT Reform Pilot Program of the Transportation and Selected Modern Service Sectors issued by the State Tax Bureau in July 2012, the transportation and some selected modern service sectors, including research and development and technical services, information technology services, cultural creative services, logistics support services, tangible personal property leasing services, and assurance and consulting service sectors, should pay value-added tax instead of business tax based on a predetermined timetable (hereinafter referred to as the “VAT Reform”), effective September 1, 2012 for entities in Beijing and November 1, 2012 for entities in Guangdong. The VAT Reform expanded nation-wide from August 1, 2013. In March 2016, during the fourth session of the 12th National People’s Congress, it was announced that the VAT reform will be fully rolled out and extended to all industries including construction, real estate, financial services and lifestyle services. Subsequently, the SAT and Ministry of Finance jointly issued a Notice on Preparing for the Full Implementation of the VAT Reform (Cai Shui [2016] No. 32). Accordingly, we will pay value-added tax instead of business tax starting from May 1, 2016. We are in the process of evaluating the impact on our consolidated financial statements.

 

-49-
 

Dividend Withholding Tax

 

Under the PRC tax laws effective prior to January 1, 2008, dividends paid to foreign investors by foreign-invested enterprises are exempt from PRC withholding tax. Pursuant to the EIT Law and the Implementation Rules, dividends generated after January 1, 2008 and distributed to us by our PRC subsidiaries through our BVI subsidiary are subject to a 10% withholding tax, provided that we are determined by the relevant PRC tax authorities to be a “non-resident enterprise” under the EIT Law. Pursuant to the Double Taxation Arrangement, which became effective on January 1, 2007, dividends from our PRC subsidiaries paid to us through our Hong Kong subsidiary InsCom HK Limited, in which we indirectly hold a 65.1% equity interest, may be subject to a withholding tax at a rate of 5%. However, as described above, we may be considered a PRC resident enterprise for EIT purposes, in which case dividends received by us from our PRC subsidiary would be exempt from the PRC withholding tax because such income is exempted under the EIT Law for a PRC resident enterprise recipient.

 

As there remains uncertainty regarding the interpretation and implementation of the EIT Law and the Implementation Rules, it is uncertain whether any dividends to be distributed by us, if we are deemed a PRC resident enterprise, to our non-PRC shareholders and ADS holders would be subject to any PRC withholding tax. See “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China — Under the EIT Law, dividends payable by us and gains on the disposition of our shares or ADSs could be subject to PRC taxation.”

 

C.Organizational Structure

 

Principal Changes in Corporate Structure

 

Historically, PRC laws and regulations restricted foreign investment in and ownership of insurance intermediary companies. Accordingly, we conducted our business in China through contractual arrangements among our PRC subsidiaries, consolidated affiliated entities and their shareholders.

 

Changes in relation to Meidiya Investment and Yihe Investment

 

Prior to March 2009, three individuals, Mr. Jianguo Cui, or Mr. Cui, Mr. Zhenyu Wang and Mr.  Lai held 24.7%, 26.4% and 48.9%, respectively, of the equity interests in each of Meidiya Investment, and Yihe Investment. Mr. Cui and Mr. Zhenyu Wang were designated by two of our former shareholders, Cathay Auto Services Limited and CDH Inservice Limited, or CDH Inservice, respectively, and Mr. Lai was our former president and co-founder.

 

In March 2009, Mr. Cui and Mr. Zhenyu Wang transferred all of their respective equity interests in Meidiya Investment and Yihe Investment to Mr. Ge, our chief financial officer. Following these transfers, Mr. Lai and Mr. Ge, both of whom are PRC citizens, held 48.9% and 51.1%, respectively, of the equity interests in each of Meidiya Investment and Yihe Investment.

 

In October 2010 and February 2011, our wholly-owned PRC subsidiary, Shenzhen Fanhua Nanfeng Investment Holding Co., Ltd. or Shenzhen Nanfeng Investment, subscribed for 20% of the equity interests in each of Yihe Investment and Meidiya Investment. In February 2012, Shenzhen Nanfeng Investment subscribed for additional interests in Meidiya Investment, increasing its shareholding in Meidiya Investment from 20% to 90%, and diluting the interests of Mr. Lai and Mr. Ge to 5.1% and 4.9%, respectively.

 

In August 2011, CISG Holdings acquired Minkfair Insurance Management Limited, or Minkfair, a Hong Kong company whose principal business is insurance distribution in Hong Kong. Subsequently, CNinsure Holdings Ltd., or CNinsure Holdings, a wholly-owned subsidiary of CISG Holdings, issued 1,000 of its shares to Minkfair. At the same time, CNinsure Holdings repurchased from CISG Holdings one ordinary share of CNinsure Holdings for total consideration of US$1.00. As a result of these transactions, Minkfair directly owns 100% of the equity interests in CNinsure Holdings.

 

In October 2012, we obtained license approval from the CIRC to establish an insurance sales service group company and renamed Shenzhen Nanfeng Investment as “CNinsure Insurance Sales Service Group Company Limited”, or CNinsure Group Company, to serve as the holding company of our PRC operating entities.

 

-50-
 

Since May 2012, Meidiya Investment and Yihe Investment have transferred their equity interests in five of our subsidiaries, including CNinsure Lianxing and CNinsure Times, both of which have national operating licenses, to CNinsure Group Company. Meidiya Investment and Yihe Investment have either transferred the equity interests in all of the insurance agencies and one brokerage company in which they owned 100% or majority equity interest to CNinsure Lianxing or CNinsure Times, or transferred the business of these operating entities to the branches of CNinsure Lianxing or CNinsure Times.

 

In January 2015, Mr. Lai and Mr. Ge transferred their respective equity interests in Meidiya Investment to CNinsure Group Company, our wholly-owned subsidiary. In addition, the contractual arrangements among Meidiya Investment, and their respective shareholders and subsidiaries were terminated. Consequently, Meidiya Investment became our wholly-owned subsidiary and ceased being a consolidated affiliated entity.

 

In December 2015, Mr. Lai transferred his equity interests in Yihe Investment to Zhonglian Enterprise and Mr. Ge transferred his equity interests in Yihe Investment to Xinlian Information. As a result, Zhonglian Enterprise, Xinlian Information and CNinsure Group Company owns 39.1%, 40.9% and 20% of the equity interests of Yihe Investment, respectively. In addition, the contractual arrangements among Yihe Investment and their respective shareholders and subsidiaries were terminated. Consequently, Yihe Investment became our wholly-owned subsidiary and ceased being a consolidated affiliated entity.

 

Changes in relation to InsCom Holdings and its Affiliates

 

In July 2010, CISG Holdings, our wholly owned subsidiary, acquired a 65.1% interest in InsCom Holdings to build our e-commerce platform.

 

Prior to April 26, 2011, two individual shareholders, Mr. Chunlin Wang, our chief executive officer, and Mr. Tian, vice president of our e-commerce insurance unit, held 95% and 5%, respectively, of the equity interests in Xinbao Investment. In April 2011, Ying Si Kang Information Technology (Shenzhen) Co., Ltd., or Ying Si Kang Information, a then wholly-owned PRC subsidiary of InsCom Holdings, Mr. Chunlin Wang and Mr. Tian contributed RMB2.0 million, RMB7.5 million and RMB0.5 million, respectively, to increase the registered capital of Xinbao Investment. In March 2013, Ying Si Kang Information withdrew its capital contribution in Xinbao investment. As a result, Mr. Chunlin Wang and Mr. Tian now hold 93.75% and 6.25%, respectively, of the equity interests in Xinbao Investment.

 

In March 2014, InsCom HK Limited, a wholly-owned subsidiary of InsCom Holdings, transferred its 100% equity interest in Ying Si Kang Information to Litian Zhuoyue Software (Beijing) Co., Ltd, or Litian Zhuoyue, and established Bao Si Kang Information.

 

Changes in relation to CISLA

 

In 2015, we completed corporate restructuring relating to CISLA, or the CISLA Restructuring, the operating company for our claims adjusting segment. Prior to the CISLA Restructuring, CNinsure owned 51% of the equity interests of Guangdong CNinsure Fangzhong Investment Management Co., Ltd., or Fangzhong, which held 100% equity interests in CISLA. In June 2015, two new investors, Shenzhen Yuanqian Investment Partnership (Limited Partnership), or Yuanqian, and Shenzhen Longqian Investment Partnership (Limited Partnership), or Longqian, both of which are owned by certain management members of our claims adjusting segment, invested in CISLA. Yuanqian and Longqian together subscribed for 12.4% of the equity interests in CISLA for a cash consideration of RMB17.0 million. As a result, Fangzhong's shareholding in CISLA was diluted from 100% to 87.6%. In July 2015, Fangzhong transferred 44.7% and 42.9% of the equity interests in CISLA to Meidiya Investment and 22 individuals, among whom were management members of our claims adjusting segment, for total purchase prices of RMB61.2 million and RMB58.8 million, respectively. These purchase prices were calculated on the basis of total capital contribution by Fangzhong to CISLA. After the CISLA Restructuring, we own 44.7% of the equity interests of CISLA, remain its largest shareholder and we continue to exercise substantial control over CISLA pursuant to shareholders’ agreements with Yuanqian, Longqian and two executive officers of our claims adjusting segment.

 

We recorded stock compensation expense of RMB3.4 million (US$0.5 million), being the excess of (x) the estimated fair value of equity interests in CISLA transferred to Yuanqian and Longqian over (y) the purchases prices paid by these two investors for such equity interests. The excess is deemed compensation to the shareholders of Yuanqian and Longqian, who are management members of our claims adjusting segment, for their past services.

 

-51-
 

Changes in relation to CNinsure Group Company

 

In December 2015, Tibet Zhuli Investment Co., Ltd., our wholly-owned subsidiary, subscribed for 82.0% equity interest of CNinsure Group Company, diluting the interests of Zhonglian Enterprise and Xinlian Information in CNinsure Group Company from 40% and 60% to 7.2% and 10.8%, respectively.

 

Corporate Structure

 

As of March 31, 2016, we, through CNinsure Group Company, have a controlling equity ownership in 34 insurance agencies, 3 insurance claims adjusting firms, 2 insurance brokerage companies. We also own 20.6% equity interest of one consumer financial service company, 19.5% equity interest of one wealth management company and 8.9% equity interest of one online claim adjusting service company. In addition, through contractual arrangements with Xinbao Investment, our consolidated affiliated entity, we control one e-commerce insurance intermediary company.

 

Most of the noncontrolling shareholders of the insurance intermediary companies majority-owned by CNinsure Group Company are the founders of those companies, entrepreneurial agents with whom we jointly set up the company or a venture capital firm who invests in start-up insurance agency companies. Some of those noncontrolling shareholders are in charge of the day-to-day operations of these companies. The direct and indirect subsidiaries or affiliates of CNinsure Group Company and Xinbao Investment hold the licenses and permits necessary to conduct our insurance intermediary business and internet insurance distribution business in China.

 

However, because of restrictions under PRC laws and regulations on foreign investment in the internet businesses and on the provision of wealth management products by insurance intermediaries, we rely on contractual arrangements to control and receive economic benefits from our consolidated affiliated entities.

 

Our contractual arrangements with Xinbao Investment and its shareholders include loan agreements, equity pledge agreements, powers of attorney, exclusive purchase option agreements, technology service agreements and IT platform service agreements enable us to:

 

·exercise effective control over our consolidated affiliated entities;

 

·have an exclusive option to purchase all or part of the equity interests in Xinbao Investment when and to the extent permitted by PRC law; and

 

·receive a substantial portion of the economic benefits from our consolidated affiliated entities in consideration for the services provided by our subsidiaries in China.

 

The following diagram illustrates our corporate structure, including our principal subsidiaries and consolidated affiliated entities as of March 31, 2016:

 

-52-
 

 

 

- -Ownership through nominee arrangements among Bao Si Kang Information, our consolidated entity, Xinbao Investment and their individual shareholders.
(1)The remaining 1% is owned by Xinlian Information.
(2)Direct or indirect ownership attributable to CNinsurance Sales Group through Sichuan Yihe Investment Co., Ltd., CNinsure Lianxing Insurance Sales Co., Ltd., CNinsure Times Insurance Sales & Service, and Meidiya Investment.

 

-53-
 

The diagram above omits the names of subsidiaries and consolidated affiliated entities that are immaterial individually and in the aggregate. For a complete list of our subsidiaries and consolidated affiliated entities as of March 31, 2016, see Exhibit 8.1 to this annual report.

 

In January 2015, Mr. Lai and Mr. Ge, transferred their respective equity interests in Meidiya Investment to CNinsure Group Company. Subsequently in December 2015, Mr. Lai transferred his equity interests in Yihe Investment to Zhonglian Enterprise and Mr. Ge transferred his equity interests in Yihe Investment to Xinlian Information. In January 2016, Mr. Rannuo Hu, the individual shareholder of Dianliang Information, transferred 100% of the equity interests of Dianliang Information to Tibet Zhuli Investment Co., Ltd., our wholly-owned subsidiary. As a result, Meidiya Investment, Yihe Investment and Dianliang Information become our wholly-owned subsidiaries and we have obtained direct equity ownership in all of our insurance intermediary businesses and an online mutual aid platform in the PRC.

 

The following is a summary of the key terms of our contractual arrangements with Xinbao Investment, our consolidated affiliated entity, and with its shareholders. We had previously entered into similar contractual agreements with Meidiya Investment, Yihe Investment and Dianlian Information, which were terminated in January 2015, December 2015 and January 2016, respectively.

 

Agreements that Provide Us Effective Control over Xinbao Investment

 

Loan Agreements. On December 10, 2014, Mr. Chunlin Wang and Mr. Tian, the two shareholders of Xinbao Investment, entered into loan agreements, or the Bao Si Kang Loans, with our subsidiary, Bao Si Kang Information, in which we indirectly hold a 65.1% equity interest. These loans replace the loan agreements entered into among Mr. Chunlin Wang, Mr. Tian and Ying Si Kang Information on December 3, 2010, as amended in April 2011. The principal loan amounts extended by Bao Si Kang Information to Mr. Chunlin Wang and Mr. Tian are RMB7.5 million and RMB0.5 million, respectively, equal to their respective capital contributions to Xinbao Investment.

 

The term of the Bao Si Kang Loans is for ten years, which cannot be automatically extended but may be extended upon written agreement of the parties. If the Bao Si Kang Loans are not extended, then upon their expiration and subject to then applicable PRC laws, the loans can be repaid only with the proceeds from a transfer of the individual shareholder’s equity interests in Xinbao Investment to Bao Si Kang Information or another person designated by Bao Si Kang Information. Bao Si Kang Information may accelerate the loan repayment upon certain events, including if the individual shareholder resigns or is dismissed from employment by us or if Bao Si Kang Information exercises its option to purchase the shareholder’s equity interests in Xinbao Investment pursuant to the exclusive purchase option agreements described below.

 

The Bao Si Kang Loans contain a number of covenants that restrict the actions the individual shareholders can take or cause Xinbao Investment to take, and also require the individual shareholders to take or cause Xinbao Investment to take specific actions. For example, the individual shareholders must:

 

·not transfer, pledge or otherwise dispose of or encumber his equity interests in Xinbao Investment, except for equity pledge for the benefit of Bao Si Kang Information, without the prior written consent of Bao Si Kang Information;

 

·not take any action that will have a material impact on the assets, business and liabilities of Xinbao Investment without the prior written consent of Bao Si Kang Information;

 

·not vote for, or execute any resolution to approve, the sale, transfer, mortgage, or disposal of, or the creation of any encumbrance on, any legal or beneficial interests in the equity of Xinbao Investment, except to Bao Si Kang Information or its designee, without the prior written consent of Bao Si Kang Information;

 

·not vote for, or execute any resolutions to approve, any merger or consolidation with any person, or any acquisition of or investment in any person by Xinbao Investment without the prior written consent of Bao Si Kang Information;

 

·vote to elect the director candidates nominated by Bao Si Kang Information;

 

-54-
 

·cause Xinbao Investment not to supplement, amend or modify its articles of association in any manner, increase or decrease its registered capital or change the capital structure in any way without the prior written consent of Bao Si Kang Information; and

 

·cause Xinbao Investment not to execute any contract with a value exceeding RMB100,000, except in the ordinary course of business, without the prior written consent of Bao Si Kang Information.

 

Equity Pledge Agreements. Mr. Chunlin Wang and Mr. Tian entered into separate equity pledge agreements on December 10, 2014, pledging their respective equity interests in Xinbao Investment to Bao Si Kang Information to secure their obligations under the Bao Si Kang Loans, replacing the equity pledge agreements as amended in April 2011 and the supplemental agreement entered into in December 2013. Mr. Chunlin Wang and Mr. Tian also agreed not to transfer or create any encumbrances adverse to Bao Si Kang Information on their respective equity interests in Xinbao Investment. During the term of the equity pledge agreements, Bao Si Kang Information is entitled to all the dividends declared on the pledged equity interests. The equity pledge agreements will expire when the individual shareholder fully performs his obligations under the Bao Si Kang Loans. The equity pledges were recorded on the shareholders’ register of Xinbao Investment, and registered with the relevant local administration of industry and commerce.

 

Power of Attorney. Mr. Chunlin Wang and Mr. Tian executed powers of attorney on December 10, 2014, each appointing a person designated by Bao Si Kang Information as his attorney-in-fact on all matters requiring shareholder approval. Further, if Bao Si Kang Information designates the shareholder to attend a shareholder’s meeting of Xinbao Investment, the individual shareholder agrees to vote his shares as instructed by Bao Si Kang Information. The term of the power of attorney is for ten years.

 

Agreements that Provide Us the Option to Purchase the Equity Interests in Xinbao Investment

 

Exclusive Purchase Option Agreements. Mr. Chunlin Wang and Mr. Tian entered into separate exclusive purchase option agreements on December 10, 2014 to irrevocably grant Bao Si Kang Information an exclusive option to purchase part or all of his equity interests in Xinbao Investment, when and to the extent permitted by PRC law. The purchase price will be the minimum price permitted under applicable PRC law. These agreements replace the exclusive purchase option agreements and the supplemental agreements entered into between Ying Si Kang Information, Xinbao Investment and each individual shareholder of Xinbao Investment.

 

Agreements that Transfer Economic Benefits to Us

 

Technology Service Agreements. Pursuant to technology service agreements between (i) Ying Si Kang Information, a subsidiary of Xinlian Information, and (ii) a subsidiary of Xinbao Investment, as well as certain other of our subsidiaries and affiliates, Ying Si Kang Information agreed to provide these entities with services to support the use of Mobile Sales Support System, such as transaction support, data maintenance, system security and efficiency maintenance and on-site support. In exchange, these entities each agree to pay a quarterly fee calculated primarily based on a percentage of their revenues. Each of these agreements has a term of one year and can be renewed each year upon mutual agreement.

 

IT Platform Service Agreements. Pursuant to IT platform service agreements between (i) Ying Si Kang Information, and (ii) a subsidiary of Xinbao Investment, Dianliang Information, as well as certain other of our subsidiaries and affiliates, Ying Si Kang Information agreed to provide space for system operation and data storage, data maintenance, system security and efficiency maintenance, on-site support, software optimization and maintenance and other IT platform related services. In exchange, these entities each agree to pay a quarterly fee calculated primarily based on a percentage of their revenues. The parties to each agreement also agree to negotiating adjustments to the fee level every three months. Each of these agreements has an initial term of one year and can be renewed each year upon mutual agreement.

 

Because of our contractual arrangements with Xinbao Investment and its shareholders, we are the primary beneficiary of Xinbao Investment and its subsidiaries and we consolidate them into our consolidated financial statements. In the years ended December 31, 2013, 2014 and 2015, aggregate revenues derived from these and other of our then-existing consolidated affiliated entities contributed 7.2%, 3.4% and 3.8%, respectively, of our total consolidated net revenues, based on our corporate structure as of the end of each year. As of December 31, 2014 and 2015, our consolidated affiliated entities accounted for an aggregate of 1.7% and 2.6%, respectively, of our consolidated total assets.

 

-55-
 

Due to the restriction on foreign investment in the internet industry, we expect to continue to rely on contractual arrangements to control and receive economic benefits from our current consolidated affiliated entities. In the opinion of Global Law Office, our PRC legal counsel, the ownership structures of our consolidated affiliated entities and our subsidiaries in China comply with all existing PRC laws and regulations;

 

·the contractual arrangements among our PRC subsidiaries, Xinbao Investment and its individual shareholders and Dianliang (which became our wholly-owned subsidiary in January 2016) and its individual shareholder, governed by PRC law are valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect; and

 

·the business operations of our PRC subsidiaries and our consolidated affiliated entities comply in all material respects with existing PRC laws and regulations.

 

We have been advised by our PRC legal counsel, however, that there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations. Accordingly, the PRC regulatory authorities may in the future take a view that is contrary to the above opinion of our PRC legal counsel. We have been further advised by our PRC counsel that if the PRC government finds that the agreements establishing the structure for operating our online operations do not comply with PRC government restrictions on foreign investment in the internet industry, we could be subject to severe penalties including being prohibited from continuing operations. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure — If the PRC government finds that the agreements that establish the structure for operating part of our China business do not comply with applicable PRC laws and regulations, we could be subject to severe penalties” and “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China — Uncertainties with respect to the PRC legal system could adversely affect us.” To date we have not encountered any interference or encumbrance from the PRC government on account of operating our business through these agreements.

 

D.Property, Plant and Equipment

 

Our headquarters are located in Guangzhou, China, where we leased approximately 2,382.6 square meters of office space as of December 31, 2015. Our subsidiaries and consolidated affiliated entities leased approximately 48,300.0 square meters of office space as of December 31, 2015. In 2015, our total rental expenses were RMB36.2 million (US$5.6 million).

 

Item 4A.Unresolved Staff Comments

 

None.

 

Item 5.Operating and Financial Review and Prospects

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included in this annual report. This discussion and analysis contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information — D. Risk Factors” or in other parts of this annual report.

 

Following the sale of Datong on March 25, 2011, we present our financial results for the year ended December 31, 2011 on both a continuing and discontinued basis. Profits and losses related to Datong were presented as discontinued operations while profits and losses for the remaining business were presented as continuing operations.

 

A.Operating Results

 

Factors Affecting Our Results of Operations

 

As an insurance intermediary in China, our financial condition and results of operations are affected by a variety of factors, including:

 

·total premium payments to Chinese insurance companies;

 

·the extent to which insurance companies in the PRC outsource the distribution of their products and claims adjusting functions;

 

-56-
 

·premium rate levels and commission and fee rates;

 

·the size and productivity of our sales force;

 

·acquisitions;

 

·commission rates for individual sales agents;

 

·product and service mix;

 

·share-based compensation expenses; and

 

·seasonality.

 

Total Premium Payments to Chinese Insurance Companies

 

The Chinese insurance industry has grown substantially in the past decade. Between 2005 and 2015, total insurance premiums increased from RMB492.7 billion to RMB2.4 trillion, representing a compound annual growth rate, or CAGR, of 17.3%, according to the CIRC. We believe that certain macroeconomic and demographic factors, such as increasing per capita GDP and an aging population, have contributed to and will continue to drive the growth of the Chinese insurance industry in the long term.

 

We derive our revenue primarily from commissions and fees paid by insurance companies, typically calculated as a percentage of premiums paid by our customers to the insurance companies. Accordingly, industry-wide premium growth will have a positive impact on us. However, there is uncertainty whether the rapid growth trend will continue. Any downturn in the Chinese insurance industry, whether caused by a general slowdown of the PRC economy or otherwise, may adversely affect our financial condition and results of operations.

 

The Extent to Which Insurance Companies in the PRC Outsource the Distribution of their Products and Claims Adjusting Functions

 

Historically, insurance companies in the PRC have relied primarily on their exclusive individual sales agents and direct sales force to sell their products. Only in recent years, as a result of increased competition, have some insurance companies gradually expanded their distribution channels to include insurance intermediaries such as commercial banks, postal offices, insurance agencies and insurance brokerages. In addition, because of a lack of established distribution networks of their own, some newly established insurance companies have chosen to rely primarily on insurance intermediaries to distribute their products while they focus on other aspects of their business.

 

As insurance companies in the PRC become more accustomed to outsourcing the distribution of their products to insurance intermediaries, they may allow insurance intermediaries to distribute a wider variety of insurance products and may provide more monetary incentives to more productive and effective insurance intermediaries. These and other similar measures designed to boost sales through insurance intermediaries can have a positive impact on our financial condition and results of operations. Similarly, as competition intensifies and the insurance market becomes more mature in China, we expect that more insurance companies will choose to outsource claims adjusting functions to professional service providers such as our affiliated claims adjusting firms while they focus on the core aspects of their business, including product development, asset and risk management.

 

Premium Rate Levels and Commission and Fee Rates

 

Because the commissions and fees we receive from insurance companies for the distribution of insurance products are generally calculated as a percentage of premiums paid by our customers to the insurance companies, our revenue and results of operations are affected by premium rate levels and commission and fee rates. Premium rate levels and commission and fee rates can change based on the prevailing economic conditions, competitive and regulatory landscape, and other factors that affect insurance companies. These other factors include the ability of insurance companies to place new business, underwriting and non-underwriting profits of insurance companies, consumer demand for insurance products, the availability of comparable products from other insurance companies at a lower cost, and the tax deductibility of commissions and fees. In addition, premium rates for certain insurance products, such as the mandatory automobile liability insurance that each automobile owner in the PRC is legally required to purchase, are tightly regulated by the CIRC. In some instances, we can negotiate for better rates as an incentive for generating a larger volume of business.

 

-57-
 

Since China’s entry into the WTO in December 2001, competition among insurance companies has intensified as a result of a significant increase in the number of insurance companies and the existing insurance companies’ expansion into new geographic markets. This competition has led to a gradual increase in the commission and fee rates offered to insurance intermediaries, and such increase has had a positive impact on our results of operations. Meanwhile, the intense competition among insurance companies also has led to a gradual decline in premium rate levels of some property and casualty insurance products. A pilot deregulation reform in auto insurance pricing regulatory regime was implemented in six provinces in 2015 and has been extended to an additional 12 provinces starting from January 1, 2016. As a result, auto insurance premium rates are expected to decline slightly in 2016. While such decline may have a negative impact on the commissions and fees we earned on a per policy sold basis, it also may have a positive impact on our total commissions and fees revenue by increasing demand for, and our total sales volume of, those policies.

 

The Size and Productivity of Our Sales Force

 

As a distributor of insurance products, we generate revenue primarily through our sales force, which consists of individual sales agents in our distribution and service network and a relatively small number of in-house sales representatives. The size of our sales force and its productivity, as measured by the average number of insurance products sold per person, the average premium per product sold and the average premiums generated per person during any specified period, directly affect our revenue and results of operations. In recent years, some entrepreneurial management staffs or senior sales agents of major insurance companies in China have chosen to leave their employers or principals and become independent agents. We refer to these independent agents as “entrepreneurial agents.” An entrepreneurial agent is usually able to assemble and lead a team of sales agents. We have been actively recruiting and will continue to recruit entrepreneurial agents to join our distribution and service network as our sales agents. Entrepreneurial agents have been instrumental to the development of our life insurance business.

 

Acquisitions

 

The professional insurance intermediary sector in China is still at an early development stage and highly fragmented. Historically, we have expanded our distribution and service network in part through selective acquisitions of high-quality independent insurance intermediary companies. Since 2008, we, through our consolidated affiliated entities in the PRC, acquired controlling interests in 18 insurance agencies (excluding Datong and its subsidiaries), five insurance claims adjusting firms (one of which was restructured into a holding company of the three claims adjusting firms) and one online insurance service company as of March 31, 2016. In recent years, market opportunities for independent insurance intermediaries have expanded rapidly due to the growth of the internet and we have launched several online platforms to embrace these opportunities. In order to strengthen the core competitiveness of our online platforms, we intend to seek acquisitions of businesses including leading wealth management companies engaged in internet finance, or companies that have innovative business models or leading technologies in internet finance. We expect acquisitions to have a positive impact on our results of operations in the long run. However, acquisitions also involve significant risks and uncertainties. See “Item 3. Key Information — Risk Factors — D.Risks Related to Our Business and Our Industry — If we fail to integrate acquired companies efficiently, or if the acquired companies do not perform to our expectations, our business and results of operations may be adversely affected.” In addition, any write-down of goodwill due to impairment and the amortization of intangible assets acquired could have a negative impact on our results of operations. See “Item 3. Key Information — D.Risk Factors — Risks Related to Our Business and Our Industry — If we are required to write down goodwill and other intangible assets, our financial condition and results may be materially and adversely affected.”

 

Commission Rates for Individual Sales Agents

 

A large component of our operating costs and expenses is commissions paid to our individual sales agents. In order to retain sales agents, we must pay commissions at a level comparable to the commissions paid by our competitors. Intensified competition for productive sales agents within the Chinese insurance industry and rising salaries in China have led to a significant increase in commission rates in recent years. The increase in commission rates has had a negative impact on our results of operations. If we are forced to further increase our commission rates for individual sales agents due to competition or otherwise, our operating costs and expenses will increase correspondingly.

 

-58-
 

Product and Service Mix

 

We began distributing automobile insurance products in 1999 and expanded our product offerings to other property and casualty insurance products in 2002 and then to individual life insurance products in 2006, primarily to individual customers. We further broadened our service offering to cover insurance claims adjusting services in 2008. We started to offer insurance brokerage services for commercial line insurance to corporate clients and reinsurance brokerage services in 2010 and referral services for wealth management products in 2012.

 

In the first quarter of 2014, we realigned our financial reporting structure into three business segments that more accurately reflect our organizational structure and changing business mix. Under the realigned business structure, our business is divided into three reporting operating segments: (1) insurance agency, (2) insurance brokerage, and (3) claims adjusting.

 

Insurance Agency Segment

 

Our largest segment by revenue, the insurance agency segment, provides a broad range of property and casualty and life insurance products to individual customers. The property and casualty insurance policies we distribute are typically for one-year terms, with a single premium payable at the beginning of the term. Accordingly, we receive a single commission or fee for each property and casualty policy our customers purchase. In order for us to have recurring commission and fee revenue from property and casualty insurance products, our customers have to renew their policies or purchase new policies through us every year. Most individual life insurance policies we sell require periodic payment of premiums, typically annually, during a pre-determined payment period, generally ranging from five to 25 years. For each such policy that we sell, insurance companies will pay us a first-year commission and fee based on a percentage of the first year’s gross premiums, and subsequent commissions and fees based on smaller percentages of the renewal premiums paid by the insured throughout the payment period of the policy. Therefore, once we sell a life insurance policy with a periodic payment schedule, it can bring us a steady flow of commission and fee revenue throughout the payment period as long as the insured meets his or her premium payment commitment.

 

Because insurance companies pay us first-year commissions and fees for most life insurance products at rates higher than those for property and casualty insurance products, we expect a positive impact on our revenue if our distribution of life insurance products increases in the future. However, we will also incur a corresponding increase in operating costs because we pay our sales agents a higher commission and fee for distributing life insurance products. Hence, gross margin attributable to the agency segment remained relatively stable in 2013, 2014 and 2015.

 

Insurance Brokerage Segment

 

For insurance brokerage services in connection with commercial line insurance, insurance companies typically pay us brokerage fees as a percentage of the insurance premiums. We pay our in-house insurance brokers salary or non-affiliated brokers who we assist in the negotiation or placement of insurance programs with underwriters a share of the commissions we receive from insurance companies. Gross margin of this line of business was slightly higher than that of our retail line of property and casualty insurance business and lower than that of our claims adjusting business. We expect the revenues from our insurance brokerage business as a percentage of our total net revenues to increase over the next few years and that such an increase will have a positive impact on our gross margin and operating margin.

 

Claims Adjusting Segment

 

The fees we receive for our claims adjusting services are calculated based on the types of insurance involved. For services provided in connection with property and casualty insurance (other than marine cargo insurance and automobile insurance), our fees are calculated as a percentage of the recovered amount from insurance companies plus travel expenses. For services provided in connection with marine cargo insurance, our fees are charged primarily on an hourly basis and, in some cases, as a percentage of the amount recovered from insurance companies. For automobile insurance, our fees are generally fixed and the amounts collected are based on the types of services provided. In some cases, our fees are charged based on the number of claims adjustors involved in providing the services. We pay our in-house claims adjustors a base salary plus a commission calculated based on a small percentage of the service fees we receive from insurance companies or the insured. The claims adjusting business has become and likely will continue to be an important source of our net revenues. The gross margin and operating margin attributable to the claims adjusting business were higher than those for both property and casualty insurance products and life insurance product. We expect that revenues from our claims adjusting business as a percentage of our total net revenues to remain stable over the next few years.

 

-59-
 

Other Services

 

During 2012 and 2013, we received service fees from a subsidiary of Sincere Fame for the provision of IT services and referral service fees from our wealth management product supplier if customers referred by our sales agents purchase wealth management products from the supplier. We paid commissions to our sales agents, which are calculated as a percentage of the value of wealth management products purchased by the customers. Gross margin from this business was higher than other business lines except for the claim adjustment business. However, in 2014 we discontinued providing IT services to the subsidiary of Sincere Fame. We also ceased offering wealth management products to our customers because of tightened regulations on the distribution of wealth management products by insurance intermediaries.

 

Share-based Compensation Expenses

 

Our historical results of operations have been materially affected by the share-based compensation expenses incurred. In 2013, 2014 and 2015, we incurred share-based compensation expenses of RMB45.3 million, RMB23.6 million and RMB17.7 million (US$2.7 million), respectively. See “Item 5. Operating and Financial Review and Prospects — A. Operating Results — Key Performance Indicators — Operating Costs and Expenses — Share-based Compensation Expenses” for a more detailed discussion of our historical share-based compensation expenses. In order to attract and retain the best personnel for positions of substantial responsibility, provide additional incentive to employees, directors and consultants and promote the success of our business, we adopted a share incentive plan in October 2007. Under our 2007 Share Incentive Plan, as amended and restated in December 2008, we may issue an aggregate number of our ordinary shares, equal to 15% of our total number of shares outstanding immediately after the closing of our initial public offering, to cover awards granted under the plan. See “Item 6. Directors, Senior Management and Employees — B. Compensation — Share Incentives — 2007 Share Incentive Plan.” We expect that share-based compensation expenses will continue to be a significant component of our operating expenses.

 

Seasonality

 

Our quarterly results of operations are affected by seasonal variations caused by insurance companies’ business practices and consumer demand. Historically, insurance companies, under pressure to meet their annual sales targets, would increase their sales efforts during the fourth quarter of a year by, for example, offering more incentives for insurance intermediaries to increase sales. As a result, our commission and fee revenue for the fourth quarter of a year has generally been the highest among all four quarters. Business activities, including buying and selling insurance, usually slow down during the Chinese New Year festivities, which occur during the first quarter of each year. As a result, our commission and fee revenue for the first quarter of a year has generally been the lowest among all four quarters.

 

Key Performance Indicators

 

Before January 1, 2014, we operated in three operating segments: (1) property and casualty insurance; (2) life insurance; and (3) insurance claims adjusting services. In the first quarter of 2014, we realigned our financial reporting structure into four business segments that more accurately reflect our organizational structure and changing business mix. Under the realigned business structure, our business is divided into three reporting operating segments: (1) insurance agency, (2) insurance brokerage, and (3) claims adjusting. The insurance agency segment provides a broad range of property and casualty and life insurance products to individual customers. Historical results reflecting the new business segments for 2011, 2012 and 2013 are also restated.

 

Net Revenues

 

Our revenues are net of PRC business tax. In 2013, 2014 and 2015, we generated net revenues of RMB1.8 billion, RMB2.2 billion and RMB2.8 billion (US$436.6 million), respectively. We derive net revenues from the following sources:

 

·Insurance agency segment: commissions paid by insurance companies for the distribution of (i) property and casualty products, and (ii) life insurance products, primarily to individual customers, which accounted for 80.7%, 75.6% and 76.2% of our net revenues for 2013, 2014 and 2015, respectively;

 

-60-
 

·Insurance brokerage segment: commissions and advisory fees for (i) insurance and reinsurance brokerage services primarily paid by the insurance companies, and (ii) risk management consulting services primarily paid by the insureds, which accounted for 3.6%, 10.8% and 13.1% of our net revenues for 2013, 2014 and 2015, respectively;

 

·Claims adjusting segment: commissions and fees primarily paid by the insurance companies and, to a lesser degree, by the insureds for the provision of claims adjusting services, which accounted for 14.9%, 13.6% and 10.7% of our net revenues for 2013, 2014 and 2015, respectively;

 

·Other services: which consists of fees for non-insurance related services such as service fees derived from the referral of wealth management products and the provision of IT services. These other service fees accounted for 0.8%, nil and nil of our net revenues for 2013, 2014 and 2015, respectively.

 

The following table sets forth our total net revenues earned from each of our reporting segments both in absolute amounts and as percentages of total net revenues, for the periods indicated:

 

   Year Ended December 31,
   2013  2014  2015
   RMB  %  RMB  %  RMB  US$  %
   (in thousands except percentages)
Insurance agency segment    1,418,512    80.7    1,624,410    75.6    2,155,264    332,716    76.2 
Insurance brokerage segment    63,418    3.6    232,620    10.8    369,198    56,994    13.1 
Claims adjusting segment    261,206    14.9    292,981    13.6    303,846    46,906    10.7 
Other services    13,888    0.8                     
Total net revenues    1,757,024    100.0    2,150,011    100.0    2,828,308    436,616    100.0 

 

Net revenues from the insurance agency segment, in particular, automobile insurance products, have been our primary source of revenue since our inception. Net revenues from the insurance agency segment increased from 2013 to 2015. As per capita automobile ownership in China is still low, automobile sales in China still have significant growth potential. Therefore, we expect that automobile insurance products will continue to be a significant contributor to our total net revenues in the next several years.

 

We established an insurance brokerage business unit to expand into the business of offering commercial lines of property and casualty insurance in 2010. Net revenues from the insurance brokerage segment increased from 2013 to 2015 in both absolute amounts and as a percentage of our total net revenues, primarily reflecting the strong growth of our insurance brokerage business during the period. As we continue to grow our insurance brokerage business, we expect that net revenues from the insurance brokerage segment will remain stable as a percentage of our total net revenues in the next few years.

 

We began providing claims adjusting services in 2008. Net revenues from our claims adjusting segment increased from 2013 to 2015 in absolute amounts, primarily reflecting the stable growth of our claims adjusting business during the period. As we continue to grow our claims adjusting business, we expect that net revenues from claims adjusting services will remain stable as a percentage of our total net revenues in the next few years.

 

Net revenues from other services mainly includes non-insurance related services such as IT service fees. In 2013, we provided IT platform and software services to a third party and an affiliated entity through one of our subsidiaries, Litian Zhuoyue, including system operation, data storage, data maintenance, system security and efficiency maintenance, on-site support, software optimization and maintenance and other IT platform related services. We ceased providing IT services to these entities in 2014. But we resumed providing such services to these entities through another of our subsidiaries, Ying Si Kang Information in 2015. We do not expect these non-insurance related service fees to constitute a significant portion of our total net revenues in the future.

 

The commissions and fees we receive from the distribution of insurance products are based on a percentage of the premiums paid by the insured. Commission and fee rates generally depend on the type of insurance products, the particular insurance company and the region in which the insurance products are sold. We typically receive payment of the commissions and fees from insurance companies for insurance products on a monthly basis. Some of the fees are paid to us annually or semi-annually in the form of performance bonuses after we achieve specified premium volume or policy renewal goals as agreed upon between the insurance companies and us.

 

-61-
 

We are compensated primarily by insurance companies for our claims adjusting services. The fees we receive for our claims adjusting services depend on the types of insurance involved. For services provided in connection with marine cargo insurance, our fees are charged primarily on an hourly basis and, in some cases, as a percentage of the amount recovered from insurance companies. For claims adjusting services related to automobile insurance, our fees are generally fixed on a per claim basis, or in some cases, on a per head basis. These fees are typically paid to us on a quarterly basis. For services provided in connection with other property and casualty insurance, our fees are calculated as a percentage of the recovered amount from insurance companies plus travel expenses. We typically receive payment for these fees on a semi-annual or annual basis.

 

Operating Costs and Expenses

 

Our operating costs and expenses consist of costs incurred in connection with the distribution of insurance products and the provision of claims adjusting services, selling expenses and general and administrative expenses. The following table sets forth the components of our operating costs and expenses, both in absolute amounts and as percentages of our net revenues, for the periods indicated.

 

   Year Ended December 31,
   2013  2014  2015
   RMB  %  RMB  %  RMB  US$  %
   (in thousands except percentages)
Total net revenues    1,757,024    100.0    2,150,011    100.0    2,828,308    436,616    100.0 
Operating costs    (1,293,372)   (73.6)   (1,615,157)   (75.1)   (2,150,506)   (331,981)   (76.0)
Selling expenses    (96,461)   (5.5)   (107,263)   (5.0)   (143,279)   (22,118)   (5.1)
General and administrative expenses
   (349,205)   (19.9)   (396,692)   (18.5)   (456,001)   (70,394)   (16.1)
Total operating costs and expenses    (1,739,038)   (99.0)   (2,119,112)   (98.6)   (2,749,786)   (424,493)   (97.2)

 

Operating Costs

 

We incur costs primarily in connection with the distributions of insurance products and provisions of insurance brokerage and claims adjusting services. The costs that we incurred increased in absolute amounts each year from 2013 to 2015, primarily as a result of an increase in net revenues and an increase in the size of our sales force and the number of claims adjustors. We rely mainly on individual sales agents and a small number of in-house sales representatives, and to a much lesser degree, on our online insurance platform for the distributions of insurance products. For insurance and reinsurance brokerage services, we mainly rely on our in-house brokers and non-affiliated brokers. For claims adjusting services, we rely entirely on our in-house claims adjustors. Costs incurred as a percentage of net revenues increased from 2013 to 2015, primarily due to a significant rise in policy acquisition costs and commission costs as a result of increasing labor cost pressure and greater market competition. We anticipate that our costs will continue to increase in absolute amounts as we further grow our business.

 

Selling Expenses

 

Our selling expenses primarily consist of:

 

·salaries and employment benefits for employees who work in back office below the provincial management level;

 

·office rental, telecommunications and office supply expenses incurred in connection with sales activities; and

 

·advertising and marketing expenses.

 

We expect that our selling expenses will continue to increase as we expand our distribution and service network in both existing markets and new geographic regions. As we grow in size, we also intend to spend more on marketing and advertising to enhance our brand recognition and promote our online platforms.

 

General and Administrative Expenses

 

Our general and administrative expenses principally comprise:

 

·salaries and benefits for our administrative staff;

 

-62-
 

·share-based compensation expenses for managerial and administrative staff;

 

·research and development expenses in relation to our mobile and online programs;

 

·professional fees paid for valuation, market research, legal and auditing services;

 

·compliance-related expenses, including expenses for professional services;

 

 ·

bad debt expenses for doubtful receivables

   
·depreciations and amortizations;

 

·office rental expenses;

 

·travel and telecommunications expenses;

 

·entertainment expenses;

 

·office supply expenses for our administrative staff; and

 

·foreign exchange loss.

 

We expect that our general and administrative expenses will increase as we hire additional administrative personnel, pay higher labor costs and incur additional costs in connection with the expansion of our business, and our efforts to develop our e-commerce platform.

 

Share-based compensation expenses. Share-based compensation expenses constituted one of the largest components of our general and administrative expenses in 2013, 2014 and 2015. We incurred share-based compensation with respect to certain managerial and administrative staff and a small number of sales agents in 2013, 2014 and 2015. The following table sets forth our share-based compensation expenses, both in absolute amounts and as percentages of our general and administrative expenses, for the periods indicated.

 

   For the Year Ended December 31,
   2013  2014  2015
   RMB  %  RMB  %  RMB  US$  %
   (in thousands except percentages)
Share-based compensation expenses    45,317    13.0    23,598    5.9    17,653    2,725    3.9 
Others    303,888    87.0    373,094    94.1    438,348    67,669    96.1 
General and administrative expenses    349,205    100.0    396,692    100.0    456,001    70,394    100.0 

 

Our share-based compensation expenses in 2013, 2014 and 2015 were primarily attributable to the options granted in November 2008, March 2009 and March 2012.

 

For more information about our share-based compensation expenses, please see Note 19 to our audited consolidated financial statements included in this annual report.

 

Taxation

 

We and each of our subsidiaries and consolidated affiliated entities file separate income tax returns.

 

The Cayman Islands, the British Virgin Islands and Hong Kong

 

Under the current laws of the Cayman Islands and the British Virgin Islands, we and our subsidiaries incorporated in the British Virgin Islands are not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholding tax in those jurisdictions. Our subsidiary incorporated in Hong Kong is subject to a normal profits tax rate of 16.5% of its assessable profits for the years of assessment ending March 31, 2014, 2015 and 2016. Payment of dividends is not subject to withholding tax in Hong Kong.

 

-63-
 

PRC

 

Pursuant to the PRC EIT laws in effect before January 1, 2008, most of our subsidiaries and consolidated affiliated entities in China were subject to the standard EIT rate, which was 33%. Our subsidiaries and consolidated affiliated entities located in Shenzhen, a special economic zone, were subject to an EIT rate of 15%. The EIT was calculated based on taxable income under PRC accounting principles. For some entities, the EIT is calculated based on the actual revenue at a deemed tax rate according to the local practices of the respective local tax bureaus in charge. In addition, our subsidiaries and consolidated affiliated entities in China are subject to a 5% business tax on gross revenues generated from providing services and two additional fees, the city construction fee and the education fee, which are generally calculated at 7% and 3%, respectively, on business tax.

 

On March 16, 2007, the National People’s Congress of China enacted the EIT Law which became effective on January 1, 2008. On December 6, 2007, the State Counsel issued the Implementation Rules which became effective on January 1, 2008. On December 26, 2007, the State Council issued the Transition Preferential Policy Circular which also became effective on January 1, 2008. According to the EIT Law, as further clarified by the Implementation Rules, the Transition Preferential Policy Circular and other related regulations, foreign-invested enterprises and domestic enterprises are subject to EIT at a uniform rate of 25%. The EIT rate of enterprises established before March 16, 2007 that were eligible for preferential tax treatments according to then effective tax laws and regulations will continue to enjoy such preferential tax treatments in the following manners: (1) in the case of preferential tax rates, for a five-year transition period starting from January 1, 2008, during which the EIT rate of such enterprises will gradually increase to the uniform 25% EIT rate by January 1, 2012; or (2) in the case of preferential tax exemption or reduction with a specified term, until the expiration of such term. However, if such an enterprise has not enjoyed the preferential treatments yet because of its failure to make a profit, its term for preferential treatment will be deemed to start from 2008.

 

As a result of the implementation of the EIT Law, certain preferential tax treatments enjoyed by some of our consolidated affiliated entities expired on January 1, 2008. Our effective tax rate increased significantly in 2008 and 2009 compared to 2007, primarily due to these expirations. According to the EIT Law and related regulations, the preferential tax rates enjoyed by some of our PRC subsidiaries and consolidated affiliated entities incorporated in Shenzhen, a special economic zone, will gradually increase to the uniform 25% EIT rate during the five year transition period. An increase in the EIT rates for those entities pursuant to the EIT Law could result in an increase in our effective tax rate, which could materially and adversely affect our results of operations.

 

Pursuant to a Notice of Preferential Policies of EIT, jointly issued by the PRC Ministry of Finance and the SAT on February 22, 2008, a newly established software enterprise was entitled to an exemption from EIT for the first two years and a 50% reduction of EIT for the following three years starting from the first profit-making year. Our affiliated entities, Litian Zhuoyue, Shenzhen CNinsure Software Technology Co., Ltd. (also known as Shenzhen Fanhua Software Technology Co., Ltd.) and Ying Si Kang Information, are entitled to the tax holidays under this notice from 2010 to 2014, 2012 to 2016 and 2014 to 2018, respectively.

 

Critical Accounting Policies

 

We prepare financial statements in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect the reported amounts of our assets and liabilities and the disclosure of our contingent assets and liabilities at the end of each fiscal period, as well as the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these judgments and estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and assumptions that we believe to be reasonable. This forms our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

 

The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements.

 

-64-
 

Revenue Recognition

 

Our revenue is derived principally from the provision of insurance brokerage, agency and claims adjusting services. We recognize revenue when all of the following have occurred: persuasive evidence of an agreement with the insurance companies or insurance agencies exists, services have been provided, the fees for such services are fixed or determinable and collectability of the fee is reasonably assured.

 

Insurance agency services are considered to be rendered and completed, and revenue is recognized, at the time an insurance policy becomes effective, that is, when the signed insurance policy is in place and the premium is collected from the insured. We have met all the four criteria of revenue recognition when the premiums are collected by us or the respective insurance companies and not before, because collectability is not ensured until receipt of the premium. Accordingly, we do not accrue any commission and fees prior to the receipt of the related premiums. Insurance brokerage services revenue is recognized when the signed insurance policy is in place and the premium is collected from the insured and the commission settlement confirmation is received from insurance companies, because the commission rate for brokerage services is negotiated case by case and our fees are fixed when such confirmation is received. No allowance for cancellation has been recognized for agency and brokerage businesses as we estimate, based on its past experience that the cancellation of policies rarely occurs. Any subsequent commission adjustments in connection with policy cancellations which have been deminims to date are recognized upon notification from the insurance carriers. Actual commission and fee adjustments in connection with the cancellation of policies were 0.2%, 0.2% and 0.2% of the total commission and fee revenues during years ended December 31, 2013, 2014 and 2015, respectively. For agency and brokerage services, we may receive a performance bonus from insurance companies as agreed and per contract provisions. Once an agency and brokerage company achieves its performance target, typically a certain sales volume, the bonus will become due. The bonus amount is computed based on the insurance premium amount multiplied by an agreed-upon percentage. The contingent commissions are recorded when a performance target is being achieved.

 

Insurance claims adjusting services are considered to be rendered and completed, and revenue is recognized at the time loss adjusting reports are confirmed being received by insurance companies. We have met all the four criteria of revenue recognition when the service is provided and the loss adjusting report is accepted by insurance companies. We do not accrue any service fee before the receipt of an insurance company’s acknowledgement of receiving the adjusting reports. Any subsequent adjustments in connection with discounts which have been de minims to date are recognized in revenue upon notification from the insurance companies.

 

Other service fees include commission revenues derived from the referral of wealth management products to our customers. Revenues are recorded when the products have been sold to customers, at which time we have fulfilled all our services obligations.

 

We present revenue net of sales taxes incurred. The sales taxes amounted to RMB99.9 million, RMB121.0 million and RMB157.2 million (US$24.3 million) for the years ended December 31, 2013, 2014 and 2015, respectively. In March 2016, during the fourth session of the 12th National People’s Congress, it was announced that the VAT reform will be fully rolled out and extended to all industries including construction, real estate, financial services and lifestyle services. Subsequently, the SAT and Ministry of Finance jointly issued a Notice on Preparing for the Full Implementation of the VAT Reform (Cai Shui [2016] No. 32). Accordingly, we will pay value-added tax instead of business tax starting from May 1, 2016. We are in the process of evaluating the impact on our consolidated financial statements.

 

Share-based Compensation

 

Employee share-based compensation

 

All forms of share-based payments to employees, including employee stock options and employee stock purchase plans, are treated the same as any other form of compensation by recognizing the related cost in the consolidated statement of income and comprehensive income (loss). Compensation cost related to employee stock options or similar equity instruments is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. If an award requires satisfaction of one or more performance, or service conditions (or any combination thereof), compensation cost is recognized if the requisite service is rendered, and no compensation cost is recognized if the requisite service is not rendered. We recognize compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the amount of compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date.

 

-65-
 

For awards with both service and performance conditions, if each tranche has an independent performance condition for a specified period of service, we recognize the compensation cost of each tranche as a separate award on a straight-line basis; if each tranche has performance conditions that are dependent of activities that occur in the prior service periods, we recognize the compensation cost on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards.

 

No compensation cost is recognized for instruments that employees forfeit because a service condition or a performance condition is not satisfied.

 

Non-employee share-based compensation

 

Share-based compensation related to non-employees is recognized as compensation expenses ratably over the requisite service periods. We measure the cost of non-employee services received in exchange for share-based compensation based on the fair value of the equity instruments issued. We measure the fair value of the equity instruments in these transactions on the measurement date, which is determined as the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or the date at which the counterparty’s performance is complete. The quantity and terms of the equity instruments issued to non-employees are not known up front as they are dependent upon counterparty performance conditions, we measure the equity instruments at their then-current lowest aggregate fair value at each reporting dates, and attributes the changes in those fair values over the future services period until the measurement date has been established.

 

Modification of an Award

 

A modification of the terms or conditions of an equity award is treated as an exchange of the original award for a new award. We measure the effects of a modification as follows:

 

a.        Incremental compensation cost shall be measured as the excess, if any, of the fair value of the modified award determined over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date; and

 

b.       the total recognized compensation cost for an equity award shall at least equal the fair value of the award at the grant date unless at the date of the modification the performance or service conditions of the original award are not expected to be satisfied.

 

We record the incremental fair-value-based measure, if any, of the modified award, as compensation cost on the date of modification (for vested awards) or over the remaining service (vesting) period (for unvested awards).

 

Cancellation of an Award

 

A cancellation of an award that is not accompanied by the concurrent grant of (or offer to grant) a replacement award or other valuable consideration shall be accounted for as a repurchase for no consideration. Accordingly, any previously unrecognized compensation cost shall be recognized at the cancellation date.

 

We use the Black-Scholes and Binominal option-pricing model to determine the fair value of stock options. Determining the value of our share-based compensation expense in future periods requires the input of highly subjective assumptions, including estimated forfeitures and the price volatility of the underlying shares. The management estimates the forfeitures of the shares based on past employee retention rates and its expectations of future retention rates, and it will prospectively revise the forfeiture rates based on actual history. The share compensation charges may change based on changes to the actual forfeitures. The actual share-based compensation expenses may be materially different from the current expectations.

 

Share-based compensation expenses of RMB45.3 million, RMB23.6 million and RMB17.7 million (US$2.7 million) for the years ended December 31, 2013, 2014 and 2015, respectively, were included in the general and administrative expenses.

 

Impairment of Goodwill, Intangible Assets and Long-lived Assets

 

Goodwill and intangible assets with indefinite lives are required to be tested for impairment at least annually or more frequently if events or changes in circumstances indicate that these assets might be impaired. If we determine that the carrying value of our goodwill or acquired intangible assets have been impaired, the carrying value will be written down.

 

-66-
 

To assess potential impairment of goodwill, we perform an assessment of the carrying value of our reporting units at least on an annual basis or when events and changes in circumstances occur that would more likely than not reduce the fair value of our reporting units below their carrying value. If the carrying value of a reporting unit exceeds its fair value, we would perform the second step in our assessment process and record an impairment loss to earnings to the extent the carrying amount of the reporting unit’s goodwill exceeds its implied fair value. We estimate the fair value of our reporting units through internal analysis and external valuations as needed, which utilize income and market valuation approaches through the application of capitalized earnings and discounted cash flow. These valuation techniques are based on a number of estimates and assumptions, including the projected future operating results of the reporting unit, appropriate discount rates and long-term growth rates.

 

The fair value of each reporting unit is determined by analysis of discounted cash flows. The significant assumptions regarding our future operating performance are revenue growth rates, commission and fees growth rates, discount rates and terminal values. If any of these assumptions changes, the estimated fair value of our reporting units will change, which could affect the amount of goodwill impairment charges, if any.

 

In 2013, 2014 and 2015, management compared the carrying value of each reporting unit, including assigned goodwill, to its respective fair value, which is step one of the two-step impairment test. The fair values of all reporting units were estimated by using the income approach. Based on this quantitative test, it was determined that the fair value of each reporting unit tested exceeded its carrying amount and, therefore, step two of the two-step goodwill impairment test was not required. Management concluded that goodwill was not impaired as of December 31, 2013, 2014 and 2015.

 

·For the insurance agency segment, we projected a five-year discounted cash flow. Basic assumptions in the cash flow projection included, among others, an estimated annual growth of between 10% to 30% in net revenues in the coming 5 years with reference to the stabilizing growth rate in 2015, a terminal revenue growth rate of 3%, and gross profit margin of 22% to 23%, which is similar to the level in 2015. Any projection beyond 5 years by us cannot be estimated with reasonable accuracy, since the business environment is rapidly changing. The discount rate was set at 22.5%, based on the segment’s weighted average cost of capital and adjusted to reflect our and business-specific risks. For the agency segment, we had goodwill of RMB133.5 million (US$20.6 million) as of December 31, 2015. The estimated fair value of the reporting unit exceeded its carrying value by 100% at December 31, 2015. Consequently, no goodwill impairment has been recognized in 2015.

 

·For the claims adjusting segment, related goodwill was completely written off in 2011.

 

The use of discounted cash flow methodology requires significant judgments including estimating future revenues and costs, industry economic factors, future profitability, determination of our weighted average cost of capital and other variables. Although we believe that the assumptions adopted in our discounted cash flow model are reasonable, those assumptions are inherently unpredictable and uncertain. If the reporting unit is at risk of failing step one of the impairment test, we will describe the material events, trends and uncertainties that affect the reported income and the extent to which income is so affected.

 

Amortizable intangible assets and long-lived assets are required to be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable from its undiscounted future cash flow. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge shall be recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

 

Impairment of intangible assets with definite lives

 

We evaluate the recoverability of identifiable intangible assets with determinable useful lives, whenever events or changes in circumstances indicate that these assets’ carrying amounts may not be recoverable. We measure the carrying amount of identifiable intangible asset with determinable useful live against the estimated undiscounted future cash flows associated with it. Impairment exists when the sum of the expected future net cash flows is less than the carrying value of the asset being evaluated. Impairment loss is calculated as the amount by which the carrying value of the asset exceeds its fair value. Fair value is estimated based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires us to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. During the years ended December 31, 2013, 2014 and 2015, no impairment loss on identifiable intangible assets with determinable useful lives was recognized.

 

-67-
 

Impairment of indefinite-lived intangible assets

 

An intangible asset that is not subject to amortization is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Such impairment test is to compare the fair values of assets with their carrying amounts and an impairment loss is recognized if and when the carrying amounts exceed the fair values. The estimates of fair values of intangible assets not subject to amortization are determined using various discounted cash flow valuation methodologies. Significant assumptions are inherent in this process, including estimates of discount rates or market price. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. Market prices are based on potential purchase quote from third party, if any. During the years ended December 31, 2013, 2014 and 2015, no impairment loss on its indefinite-lived intangible assets was recognized.

 

Income Taxes

 

We recognize deferred tax assets and liabilities for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net operating loss carry-forwards and credits by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in our opinion, it is more likely than not that some portion or all of the deferred tax assets will not be realized. We record a valuation allowance to reduce our deferred income tax assets to an amount that we believe will more likely than not be realized. We have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need and amount for the valuation allowance. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of our net recorded amount, an adjustment to our deferred income tax assets would increase income in the period such determination was made. Alternatively, should we determine that we would not be able to realize all or part of our net deferred income tax assets in the future, an adjustment to our deferred income tax assets would decrease income in the period such determination was made. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics.

 

We recognize in our financial statements uncertainties in income taxes by prescribing a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken, or expected to be taken on a tax return, based on the standards of ASC subtopic 740-10 ("ASC 740-10"), Income taxes. The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than- not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.

 

In 2014, we have adopted FASB ASU No. 2013-11—Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists prospectively, to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the balance sheets as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require us to use, and we do not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit is presented in the balance sheets as a liability.

 

Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)". The guidance substantially converges final standards on revenue recognition between the FASB and the International Accounting Standards Board providing a framework on addressing revenue recognition issues and, upon its effective date, replaces almost all exiting revenue recognition guidance, including industry specific guidance, in current U.S. generally accepted accounting principles. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

 

Step 1: Identify the contract(s) with a customer.

 

Step 2: Identify the performance obligations in the contract.

 

Step 3: Determine the transaction price.

 

Step 4: Allocate the transaction price to the performance obligations in the contract.

 

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

 

-68-
 

 

ASU 2014-09 is originally effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. ASU 2015-14, Revenue from Contracts with Customers, defers the effective date of ASU 2014-09 by one year. As a result, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017 and interim periods therein. Early adoption is permitted to the original effective date. We are in the process of evaluating the impact of adoption of this guidance on our consolidated financial statements.

 

In January 2015, the FASB issued a new pronouncement which eliminates from U.S. GAAP the concept of extraordinary items.

 

Subtopic 225-20, Income Statement - Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item.

 

The FASB heard from stakeholders that the concept of extraordinary items causes uncertainty because it is unclear when an item should be considered both unusual and infrequent. Additionally, some stakeholders said that although users find information about unusual or infrequent events and transactions useful, they do not find the extraordinary item classification and presentation necessary to identify those events and transactions. Other stakeholders noted that it is extremely rare in current practice for a transaction or event to meet the requirements to be presented as an extraordinary item.

 

The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this ASU is not expected to have a material impact on the our consolidated financial results or disclosures.

 

In September, 2015, the FASB issued a new pronouncement, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. To simplify the accounting for adjustments made to provisional amounts recognized in a business combination, the amendments eliminate the requirement to retrospectively account for those adjustments.

 

Under this ASU, an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The ASU also requires acquirers to present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date.

 

For public business entities, the ASU is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The ASU must be applied prospectively to adjustments to provisional amounts that occur after the effective date. Early adoption is permitted for financial statements that have not been issued. We do not expect the adoption of this guidance will have a significant effect on our consolidated financial statements.

 

In November, 2015, the FASB issued a new pronouncement which changes how deferred taxes are classified on organizations’ balance sheets.

 

The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent.

 

-69-
 

 

The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. We are in the process of evaluating the impact of adoption of this guidance on our consolidated financial statements.

 

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"), which requires that equity investments, except for those accounted for under the equity method or those that result in consolidation of the investee, be measured at fair value, with subsequent changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. ASU 2016-01 also impacts the presentation and disclosure requirements for financial instruments. ASU 2016-01 is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted only for certain provisions. We are in the process of evaluating the impact of adoption of this guidance on our consolidated financial statements.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on the balance sheet. This ASU requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. The ASU does not significantly change the lessees' recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Lessors' accounting under the ASC is largely unchanged from the previous accounting standard. In addition, the ASU expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. The provisions of this guidance are effective for annual periods beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. We are in the process of evaluating the impact of adoption of this guidance on our consolidated financial statements.

 

In March 2016, the FASB issued ASU 2016-08, which amends the principal-versus-agent implementation guidance and illustrations in the Board's new revenue standard (ASC 606). The amendments in this update clarify the implementation guidance on principal versus agent considerations. When another party, along with the reporting entity, is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide that good or service to the customer (as a principal) or to arrange for the good or service to be provided to the customer by the other party (as an agent). The guidance is effective for interim and annual periods beginning after December 15, 2017. We are in the process of evaluating the impact of adoption of this guidance on our consolidated financial statements.

 

In March 2016, the FASB issued ASU 2016-09, which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. For public entities, the ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods. Early adoption will be permitted in any interim or annual period for which financial statements have not yet been issued or have not been made available for issuance. We are in the process of evaluating the impact of adoption of this guidance on our consolidated financial statements.

 

As of March 31, 2016, we have not yet adopted the above-mentioned standards.

 

Results of Operations

 

The following table sets forth our net revenues, operating costs and expenses and income from operations by reportable segments for the periods indicated.

 

Before January 1, 2014, we operated in three operating segments: (1) property and casualty insurance; (2) life insurance; and (3) insurance claims adjusting services. In the first quarter of 2014, we realigned our financial reporting structure to more accurately reflect our organizational structure and changing business mix. Under the realigned business structure, our business is divided into three reporting operating segments: (1) insurance agency, (2) insurance brokerage, and (3) claims adjusting. Historical results reflecting the new business segments for 2013 are also restated.

 

-70-
 

   For the Year Ended December 31,
   2013  2013 to 2014 Percentage Change  2014  2014 to 2015 Percentage Change  2015
                   
   RMB  %  RMB  %  RMB  US$
   (in thousands except percentages)
Consolidated Statement of Income Data                  
Net revenues:                              
Agency    1,418,512    14.5    1,624,410    32.7    2,155,264    332,716 
Brokerage    63,418    266.8    232,620    58.7    369,198    56,994 
Claims adjusting    261,206    12.2    292,981    3.7    303,846    46,906 
Other services    13,888    (100.0)                
Total net revenues    1,757,024    22.4    2,150,011    31.5    2,828,308    436,616 
Operating costs and expenses:                              
Operating costs:                              
Agency    (1,094,843)   15.3    (1,261,888)   32.8    (1,675,261)   (258,616)
Brokerage    (47,351)   292.0    (185,593)   58.3    (293,875)   (45,366)
Claims adjusting    (142,245)   17.9    (167,676)   8.2    (181,370)   (27,999)
Other services    (8,933)                    
Total operating costs    (1,293,372)   24.9    (1,615,157)   33.1    (2,150,506)   (331,981)
Selling expenses    (96,461)   11.2    (107,263)   33.6    (143,279)   (22,118)
General and administrative expenses    (349,205)   13.6    (396,692)   15.0    (456,001)   (70,394)
Total operating costs and expenses    (1,739,038)   21.9    (2,119,112)   29.8    (2,749,786)   (424,493)
Income (loss) from operations                               
Insurance agency    113,206    21.5    137,539    35.2    185,935    28,704 
Insurance brokerage    9,699    267.0    35,603    40.6    50,074    7,730 
Claims adjusting    27,077    (35.6)   17,442    (35.6)   11,233    1,735 
Other    (131,996)   21.0    (159,685)   5.7    (168,720)   (26,046)
Income from operation    17,986    71.8    30,899    154.1    78,522    12,123 
Other income, net:                              
Investment income    8,886    397.9    44,240    48.3    65,624    10,131 
Interest income    84,250    (2.4)   82,251    (30.4)   57,234    8,835 
Others, net    (4,601)   *    2,330    459.7    13,042    2,013 
Income from operations before income taxes and income of affiliates    106,521    49.9    159,720    34.2    214,422    33,102 
Income tax expense    (27,158)   (10.6)   (24,289)   6.5    (25,865)   (3,993)
Share of income of affiliates    20,621    48.6    30,649    (12.2)   26,924    4,156 

 

-71-
 
   For the Year Ended December 31,
   2013  2013 to 2014 Percentage Change  2014  2014 to 2015 Percentage Change  2015
                   
   RMB  %  RMB  %  RMB  US$
   (in thousands except percentages)
Net income    99,984    66.1    166,080    29.7    215,481    33,265 
Less: Net income attributable to the noncontrolling interests    4,341    (0.5)   4,320    24.9    5,395    833 
Net income attributable to the Company’s shareholders    95,643    69.1    161,760    29.9    210,086    32,432 

 

___________________

 

*Not meaningful for analysis because the percentage change is mathematically undeterminable or involves a change from income or benefit to loss or expense, or vice versa.

 

Year ended December 31, 2015 Compared to Year Ended December 31, 2014

 

Net Revenues

 

Our total net revenues increased by 31.5% from RMB2.2 billion in 2014 to RMB2.8 billion (US$436.6 million) in 2015 primarily attributable to increases in net revenues from our insurance agency, claims adjusting and insurance brokerage segments.

 

·Net revenues from our insurance agency segment increased by 32.7% from RMB1.6 billion in 2014 to RMB2.2 billion (US$332.7 million) in 2015. The increase was primarily driven by (i) a 28.6% increase in net revenues derived from the property and casualty agency business from RMB1.4 billion in 2014 to RMB1.8 billion (US$283.3 million) for 2015, and (ii) a 62.2% increase in net revenues derived from the life insurance agency business from RMB197.2 million in 2014 to RMB319.9 million (US$49.4 million) for 2015. The growth of the property and casualty insurance agency business was primarily due to the growth of insurance premiums, as a result of increased marketing efforts and an increase in commission rates that we received from insurance companies. The increase in net revenues generated from the life insurance agency business was primarily driven by enhanced marketing efforts and the successful implementation of our cross-selling strategy.

 

·Net revenues from insurance brokerage segment increased by 58.7% from RMB232.6 million in 2014 to RMB369.2 million (US$57.0 million) in 2015, primarily due to an increase in our customer base as a result of efforts to expand sales channels, develop innovative product offerings and cultivate markets.

 

·Net revenues from our claims adjusting segment increased by 3.7% from RMB293.0 million in 2014 to RMB303.8 million (US$46.9 million) in 2015.

 

Operating Costs and Expenses

 

Operating costs and expenses increased by 29.8% from RMB2.1 billion in 2014 to RMB2.7 billion (US$424.5 million) in 2015.

 

Operating Costs. Our operating costs increased by 33.1% from RMB1.6 billion in 2014 to RMB2.2 billion (US$332.0 million) in 2015, primarily because of increases in operating costs for our agency insurance, brokerage insurance and claims adjusting segments.

 

·Operating costs for our agency insurance segment increased by 32.8% from RMB1.3 billion in 2014 to RMB1.7 billion (US$258.6 million) in 2015, primarily driven by (i) a 29.8% increase in costs for our property and casualty insurance agency business from RMB1.1billion in 2014 to RMB1.5 billion (US$226.9 million) in 2015, and (ii) a 58.7% increase in costs for the life insurance agency business from RMB129.4 in 2014 to RMB205.3 million (US$31.7 million) in 2015, which were largely due to the increased costs associated with the sales growth and were in line with the growth in net revenues from the property and casualty insurance agency and life insurance agency businesses.

 

-72-
 

·Operating costs for our brokerage insurance segment increased by 58.3% from RMB185.6 million in 2014 to RMB293.9 million (US$45.4 million) in 2015. The increase was primarily due to sales growth.

 

·Operating costs for our claims adjusting segment increased by 8.2% from RMB167.7 million in 2014 to RMB181.4 million (US$28.0 million) in 2015. The increase was primarily due to an increase in payroll costs for claims adjustors and sales growth.

 

Selling Expenses. Our selling expenses increased by 33.6% from RMB107.3 million in 2014 to RMB143.3 million (US$22.1 million) in 2015 primarily due to an increase of RMB19.5 million (US$3.0 million) in marketing expenses to promote CNpad App in the fourth quarter of 2015.

 

General and Administrative Expenses. Our general and administrative expenses increased by 15.0% from RMB396.7 million in 2014 to RMB456.0 million (US$70.4 million) in 2015. The increase was primarily due to increases in research and development expenses associated with development of our online platforms, and increases in payroll expenses and conference expenses, partially offset by decreases in share-based compensation, amortization and depreciation expenses.

 

Income from Operations

 

As a result of the foregoing factors, income from operations increased by 154.1% from RMB30.9 million in 2014 to RMB78.5 million (US$12.1 million) in 2015.

 

·Income from operations for our agency insurance segment increased by 35.2% from RMB137.5 million in 2014 to RMB185.9 million (US$28.7 million) in 2015.

 

·Income from operations for our brokerage insurance segment increased by 40.6% from RMB35.6 million in 2014 to RMB50.1 million (US$7.7 million) in 2015.

 

·Income from operations for our claims adjusting segment decreased by 35.6% from RMB17.4 million in 2014 to RMB11.2 million (US$1.7 million) in 2015. The decrease was mainly because we recorded stock compensation expense of RMB3.4 million (US$0.5 million), being the excess of (x) the estimated fair value of equity interests in CISLA transferred to CISLA's management and employees over (y) the purchases prices paid by them for such equity interests. .

 

·Other loss from operations represented operating loss incurred by our headquarters, which was not allocated to each business segment. Operating loss incurred by our headquarters was RMB168.7 million (US$26.0 million) in 2015, increased by 5.7% from RMB159.7 million in 2014. The change was primarily due to general administration expenses related to the development of our online platforms.

 

Other Income

 

Investment Income. Investment income represents income received from short term investments in collective trust products and interbank deposits. Our investment income increased by 48.3% from RMB44.2 million in 2014 to RMB65.6 million (US$10.1 million) in 2015. The increase was primarily attributable to an increase in short term investment products.

 

Interest Income. Our interest income decreased by 30.4% from RMB82.3 million in 2014 to RMB57.2 million (US$8.8 million) in 2015. The decrease was primarily due to a decrease in term deposits as a result of the increased short-term investments and reduction of the interest bearing amounts due from an affiliate and other receivables.

 

Others, Net. Our other income, net, increased by 459.7% from RMB2.3 million in 2014 to RMB13.0 million (US$2.0 million) in 2015, which primarily consisted of (i) interest income of RMB7.8 million (US$1.2 million) from the loans granted to employees related to share issuances and subscriptions in November 2014 and December 2014, and (ii) government subsidies.

 

Income from Operations before Income Taxes and Income of Affiliates

 

-73-
 

As a result of the foregoing factors, our income from operations before income taxes and income of affiliates increased by 34.2% from RMB159.7 million in 2014 to RMB214.4 million (US$33.1 million) in 2015.

 

Income Tax Expense

 

Our income tax expense increased by 6.5% from RMB24.3 million in 2014 to RMB25.9 million (US$4.0 million) in 2015. The effective tax rate in 2015 was 12.1% compared with 15.2% in 2014. The decrease in effective tax rate was primarily due to preferential tax treatment enjoyed by one of our subsidiaries.

 

Share of Income of Affiliates

 

Our share of income of affiliates decreased by 12.2% from RMB30.6 million in 2014 to RMB26.9 million (US$4.2 million) in 2015, which was primarily due to decreased profits from Sincere Fame, in which we own 20.6% equity interest, resulting from (i) narrower interest spreads as a result of reduction in interest rates charged to customers for retail loans; (ii) increased marketing expenses related to its online platform; and (iii) a change in its accounting recognition method for its service fees

 

Net Income

 

As a result of foregoing factors, our net income increased by 29.7% from RM166.1 million in 2014 to RMB215.5 million (US$33.3 million) in 2015.

 

Net Income Attributable to the Noncontrolling Interests

 

Our net income attributable to the non-controlling interests increased by 24.9% from RMB4.3 million in 2014 to RMB5.4 million (US$0.8 million) in 2015.

 

Net Income Attributable to the Company’s Shareholders

 

As a result of the foregoing, our net income attributable to our shareholders increased by 29.9% from RMB161.8 million in 2014 to RMB210.1 million (US$32.4 million) in 2015.

 

Year ended December 31, 2014 Compared to Year Ended December 31, 2013

 

Net Revenues

 

Our total net revenues increased by 22.4% from RMB1.8 billion in 2013 to RMB2.2 billion in 2014 primarily attributable to increases in net revenues from our insurance agency, claims adjusting and insurance brokerage segments.

 

·Net revenues from our insurance agency segment increased by 14.5% from RMB1.4 billion in 2013 to RMB1.6 billion in 2014, primarily resulting from the increases in sales volume and acquisition of three agency companies in April 2014.

 

·Net revenues from insurance brokerage segment increased by 266.8% from RMB63.4 million in 2013 to RMB232.6 million in 2014, primarily due to an increase in our customer base as a result of efforts to expand sales channels, develop innovative product offerings and cultivate markets in the past three years and the low base in this segment during year of 2013.

 

·Net revenues from our claims adjusting segment increased by 12.2% from RMB261.2 million in 2013 to RMB293.0 million in 2014. The increase primarily resulted from sales volume growth in the auto-related claims adjustment business.

 

Operating Costs and Expenses

 

Operating costs and expenses increased by 21.9% from RMB1.7 billion in 2013 to RMB2.1 billion in 2014.

 

-74-
 

Operating Costs. Our operating costs increased by 24.9% from RMB1.3 billion in 2013 to RMB1.6 billion in 2014, primarily because of increases in operating costs for our agency insurance, brokerage insurance and claims adjusting segments.

 

·Operating costs for our agency insurance segment increased by 15.3% from RMB1.1 billion in 2013 to RMB1.3 billion in 2014. The significant increase was primarily due to the increase in commissions and fees paid to our sales agents, which reflected higher incentives to sales agents to promote the adoption of CNpad applications.

 

·Operating costs for our brokerage insurance segment increased by 292.0% from RMB47.4 million in 2013 to RMB185.6 million in 2014. The increase was primarily due to sales growth.

 

·Operating costs for our claims adjusting segment increased by 17.9% from RMB142.2 million in 2013 to RMB167.7 million in 2014. The increase was primarily due to an increase in sales volume and increased salaries for claims adjustors.

 

Selling Expenses. Our selling expenses increased by 11.2% from RMB96.5 million in 2013 to RMB107.3 million in 2014 primarily due to an increase in vehicle, office and marketing expenses.

 

General and Administrative Expenses. Our general and administrative expenses increased by 13.6% from RMB349.2 million in 2013 to RMB396.7 million in 2014. The increases is mainly due to expenses incurred on research and development of online projects like CNpad, eHuzhu, Baoxian.com and Chetong.net, offset by a decrease in share-based compensation expense.

 

Income from Operations

 

As a result of the foregoing factors, income from operations increased by 71.8% from RMB18.0 million in 2013 to RMB30.9 million in 2014.

 

·Income from operations for our agency insurance segment increased by 21.5% from RMB113.2 million in 2013 to RMB137.5 million in 2014.

 

·Income from operations for our brokerage insurance segment significantly increased by 267.0% from RMB9.7 million in 2013 to RMB35.6 million in 2014.

 

·Income from operations for our claims adjusting segment decreased by 35.6% from RMB27.1 million in 2013 to RMB17.4 million in 2014.

 

·Other loss from operations represented operating loss incurred by the headquarters which was not allocated to each business segment. Operating loss incurred by the headquarters was RMB159.7 million in 2014, increased by 21.0% from RMB132.0 million in 2013. The change was primarily due to general administration expenses related to on line initiatives incurred by the headquarters.

 

Other Income

 

Investment Income. Investment income represents income received from short term investments in collective trust products and interbank deposits. Our investment income increase by 397.9% from RMB8.9 million in 2013 to RMB44.2 million in 2014. The increase was primarily attributable to an increase in short term investment products.

 

Interest Income. Our interest income decreased by 2.4% from RMB84.3 million in 2013 to RMB82.3 million in 2014. The decrease was primarily due to a decrease in term deposits as a result of the increased short-term investments.

 

Others, Net. Our other income, net, was a loss of RMB4.6 million in 2013 compared to an income of RMB2.3 million in 2014, primarily due to the write-down of dividends receivables from Datong in 2013.

 

Income from Operations before Income Taxes and Income of Affiliates

 

As a result of the foregoing factors, our income from operations before income taxes and income of affiliates increased by 49.9% from RMB106.5 million in 2013 to RMB159.7 million in 2014.

 

-75-
 

Income Tax Expense

 

Our income tax expense decreased by 10.6% from RMB27.2 million in 2013 to RMB24.3 million in 2014. The effective tax rate in 2014 was 15.2% compared with 25.5% in 2013 due to (1) a tax exemption for two years and a 50% tax reduction for the succeeding three years enjoyed by our subsidiary, Ying Si Kang Information, starting from January 1, 2014; and (2) higher share-based compensation expenses charged for fiscal year 2013 which were non-tax deductible.

 

Share of Income of Affiliates

 

Our share of income of affiliates increased by 48.6% from RMB20.6 million in 2013 to RMB30.6 million in 2014, primarily due to the rapid growth of net income generated by Sincere Fame.

 

Net Income

 

As a result of foregoing factors, our net income increased by 66.1% from RMB100.0 million in 2013 to RM166.1 million in 2014.

 

Net Income Attributable to the Noncontrolling Interests

 

Our net income attributable to the non-controlling interests slightly decreased by 0.5% from RMB4.3 million in 2013 to RMB4.3 million in 2014.

 

Net Income Attributable to the Company’s Shareholders

 

As a result of the foregoing, our net income attributable to our shareholders increased by 69.1% from RMB95.6 million in 2013 to RMB161.8 million in 2014.

 

Inflation

 

Inflation in China has impacted our results of operations. According to the National Bureau of Statistics of China, the consumer price index in China increased by 5.4%, 2.6%, 2.6%, 2.0% and 1.4% in 2011, 2012, 2013 , 2014 and 2015, respectively. Our operating costs and expenses, such as sales agent and employee compensation and office operating expenses, increased significantly partly as a result of inflation in 2014 and 2015. Additionally, because a substantial portion of our assets consists of cash and cash equivalents, high inflation significantly reduced the value and purchasing power of these assets. We are not able to hedge our exposures to higher inflation in China. If high inflation persists in China in the future, our operational results may continue to be significantly affected.

 

Foreign Currency

 

The exchange rate between U.S. dollar and RMB has declined from an average of RMB8.2264 per U.S. dollar in July 2005 to RMB6.4491 per U.S. dollar in December 2015. The fluctuation of the exchange rate between the RMB and U.S. dollar and HK dollar resulted in foreign currency translation gain of RMB6.2 million (US$1.0 million) in 2015, when we translated our financial assets from U.S. dollar and HK dollar into RMB. We have not hedged exposures to exchange fluctuations using any hedging instruments. See “Item 3. Key Information — D.Risk Factors — Risks Related to Doing Business in China — Fluctuation in the value of the RMB may have a material adverse effect on your investment.” and “Item 11. Quantitative and Qualitative Disclosures about Market Risk — Foreign Exchange Risk.”

 

B.Liquidity and Capital Resources

 

Cash Flows and Working Capital

 

Our principal sources of liquidity have been cash generated from our operating activities. As of December 31, 2015, we had RMB1.1 billion (US$172.2 million) in cash. Our cash and cash equivalents consist of cash on hand, bank deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash, and have insignificant risk of changes in value related to changes in interest rates. Our principal uses of cash have been to fund acquisitions, developments of online projects including CNpad, Baoxian.com, eHuzhu and Chetong.net (an online platform previously operated by us), establishing sales outlets, working capital requirements, automobiles and office equipment purchases, office renovation and rental deposits.

 

-76-
 

Although we consolidate the results of our PRC consolidated affiliated entities, we do not have direct access to their cash and cash equivalents or future earnings. But we can direct the use of their cash through agreements that provide us with effective control of these entities. Moreover, we receive quarterly fees from some of these consolidated affiliated entities in exchange for certain consulting and other services provided by us. See “Item 4. Information on the Company — C. Organizational Structure.” We expect to require cash to fund our ongoing business needs, particularly the further expansion of our distribution and service network, expansion into the financial services business and development of online platforms.

 

We believe that our current cash and cash equivalents and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for at least the next 12 months. We may, however, require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our existing cash is insufficient to meet our requirements, we may seek to sell additional equity securities, debt securities or borrow from lending institutions. Financing may be unavailable in the amounts we need or on terms acceptable to us, if at all. The sale of additional equity securities, including convertible debt securities, would dilute our earnings per share. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer.

 

The following table sets forth a summary of our cash flows for the periods indicated:

 

   Year Ended December 31,
   2013  2014  2015
   RMB  RMB  RMB  US$
   (in thousands)
Net cash generated from operating activities    185,945    261,649    281,304    43,426 
Net cash used in investing activities    (419,308)   (445,395)   (1,131,551)   (174,681)
Net cash generated from (used in) financing activities    3,350    (7,817)   (143,708)   (22,185)
Net decrease in cash and cash equivalents    (230,013)   (191,563)   (993,955)   (153,440)
Cash and cash equivalents at the beginning of the year    2,525,618    2,288,623    2,103,068    324,658 
Cash and cash equivalents at the end of the year    2,288,623    2,103,068    1,115,266    172,167 

 

Operating Activities

 

Net cash generated from operating activities amounted to RMB281.3 million (US$43.4 million) for the year ended December 31, 2015, primarily attributable to (i) a net income of RMB215.5 million (US$33.3 million), (ii) an add-back of depreciation of RMB18.4 million (US$2.8 million), amortization of acquired intangible assets of RMB11.6 million (US$1.8 million) and compensation expenses associated with stock options of RMB17.7 million (US$2.7 million), which were non-cash items, and (iii) an increase of accounts payable of RMB33.0 million (US$5.1 million) and other payable of RMB71.5 million (US$11.0 million) due to an increase in the operational expenses that had accrued but were not settled in the fourth quarter of 2015, partially offset by (i) an increase of accounts receivable of RMB61.4 million (US$9.5 million) as a result of sales growth and improvement of accounts receivable collections in our claims adjusting segment, (ii) share of income of affiliates of RMB26.9 million (US$4.2 million), which was also included in net income but did not have cash flow effect during the period, and (iii) RMB31.1 million (US$4.8 million) in investment income from collective trust funds and inter-bank deposit.

 

Net cash generated from operating activities amounted to RMB261.6 million for the year ended December 31, 2014, primarily attributable to (i) a net income of RMB166.1 million, (ii) an add-back of depreciation of RMB28.2 million, amortization of acquired intangible assets of RMB16.8 million and compensation expenses associated with stock options of RMB23.6 million, which were non-cash items, and (iii) an increase of accounts payable of RMB27.5 million, partially offset by (i) share of income of affiliates of RMB30.6 million which was also included in net income but did not have cash flow effect during the period and (ii) RMB15.4 million in investment income from investment in collective trust funds and inter-bank deposit.

 

-77-
 

Net cash generated from operating activities amounted to RMB185.9 million for the year ended December 31, 2013, primarily attributable to (i) a net income of RMB100.0 million; (ii) RMB45.3 million of share-based compensation cost which decreased from 2012 mainly because options granted to employees in March 2012 were recognized on an accelerated basis, (iii) RMB31.3 million of depreciation of fixed assets which increased significantly from 2012 due to the purchase of more fixed assets for our e-commerce operations in late 2012 and (iv) RMB13.7 million of amortization of acquired intangible assets, which were included in net income but did not affect cash flow during the period, offset by (i) share of income of affiliates amounting to RMB20.6 million, which was also included in net income but did not have cash flow effect during the period; and (ii) an increase of RMB12.5 million in accounts receivable, which negatively affected operating cash flow, primarily as a result of more bonuses due from insurance companies not yet collected as of December 31, 2013.

 

Investing Activities

 

Net cash used in investing activities for the year ended December 31, 2015 was RMB1.1 billion (US$174.7 million), primarily attributable to cash used to purchase financial products including collective trust funds and inter-bank deposits of RMB2.3 billion (US$ 356.4 million), partially offset by (i) proceeds from short term investments of RMB994.8 million (US$153.6 million) that had matured and (ii) repayment from related parties of RMB181.2 million (US$ 28.0 million).

 

Net cash used in investing activities for the year ended December 31, 2014 was RMB445.4 million, primarily attributable to (i) cash used to purchase short term investments in financial products of RMB546.6 million, (ii) cash paid out for acquisitions of subsidiaries of RMB62.7 million, and (iii) cash advance to related parties of RMB62.7 million, which mainly consisted of advances made to Sincere Fame, partially offset by (i) proceeds from disposal of short term investments of RMB118.2 million and (ii) a decrease in other receivables of RMB113.6 million, mainly representing an repayment in loans from Jintaiping.

 

Net cash used in investing activities for the year ended December 31, 2013 was RMB419.3 million, primarily attributable to (i) purchases of short term investments in financial products of RMB283.9 million, (ii) payment for the purchase of office equipment of RMB36.2 million, (iii) increase in other receivables of RMB67.7 million, mainly representing an increase in loans to Jintaiping, and (iv) advance made to related parties of RMB62.3 million, of which mainly consist of advances made to Sincere Fame.

 

Financing Activities

 

Net cash used in financing activities was RMB143.7 million (US$22.2 million) for the year ended December 31, 2015, mainly attributable to payments totaling RMB153.5 million (US$23.7 million) for acquisitions of noncontrolling interests in subsidiaries.

 

Net cash used in financing activities was RMB7.8 million for the year ended December 31, 2014, attributable to payment of RMB11.0 million for acquisitions of noncontrolling interests in subsidiaries, offset by proceeds received on exercise of stock options of RMB3.2 million.

 

Net cash generated from financing activities was RMB3.4 million for the year ended December 31, 2013, attributable to a capital injection from noncontrolling interests of RMB3.4 million.

 

Capital Expenditures

 

We incurred capital expenditures of RMB6.3 million, RMB6.2 million and RMB6.7 million (US$1.0 million) for the years ended December 31, 2013, 2014 and 2015, respectively. Our capital expenditures have been used primarily to construct our online platforms including CNpad and to purchase automobiles and office equipment for newly established insurance intermediary companies. We estimate that our capital expenditures will increase in the following two or three years as we further expand our distribution and service network in China, and construct our e-commerce insurance platform. We anticipate funding our future capital expenditures primarily with net cash flows from financing and operating activities.

 

Borrowings

 

As of each of December 31, 2014 and 2015, we had no short-term or long-term bank borrowings.

 

-78-
 

Holding Company Structure

 

We are a holding company with no material operations of our own. We conduct our operations primarily through our subsidiaries in China and to a lesser degree our consolidated affiliated entities, namely, Xinbao Investment and its subsidiaries. As a result, our ability to pay dividends and to finance any debt we may incur depends upon dividends paid by our subsidiaries and consulting and service fees paid by our subsidiaries and consolidated affiliated entities. If our subsidiaries or any consolidated affiliated entities incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. Our wholly owned subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our subsidiaries and consolidated affiliated entities in China is required to set aside at least 10% of its after-tax profits as reported in the PRC statutory financial statements each year, if any, to fund a statutory reserve until such reserve reach 50% of its registered capital, and to further set aside a portion of its after-tax profits to fund the employee welfare fund at the discretion of its board. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation of the companies. Furthermore, the EIT Law that took effect on January 1, 2008 has eliminated the exemption of EIT on dividend derived by foreign investors from foreign-invested enterprises and imposes on foreign-invested enterprises an obligation to withhold tax on dividend distributed by such foreign-invested enterprises. As of December 31, 2015, our restricted net asset was RMB2.2 billion (US$334.1 million), including RMB78.8 million (US$12.2 million) restricted net assets of our consolidated affiliated entities. This amount is composed of the registered equity of our PRC subsidiaries and consolidated affiliated entities and the statutory reserves described above.

 

We conduct part of our operations through our consolidated affiliated entities. In the years ended December 31, 2013, 2014 and 2015, aggregate revenues derived from our consolidated affiliated entities contributed 7.2%, 3.4% and 3.8%, respectively, of our total consolidated net revenues, based on our corporate structure as of the end of each year. Our operations that are not conducted through contractual arrangements with our consolidated affiliated entities primarily consist of our insurance agency, insurance brokerage and claims adjusting businesses. As of December 31, 2014 and 2015, our consolidated affiliated entities accounted for an aggregate of 1.7% and 2.6%, respectively, of our consolidated total assets. The assets that are not associated with our consolidated affiliated entities primarily consists of cash and cash equivalents, restricted cash, short term investments, accounts receivable, insurance premium receivables, other receivables, deferred tax assets, amounts due from related parties, other current assets, property, plant and equipment, goodwill, intangible assets, deferred tax assets, investments in affiliates and other non-current assets. As of December 31, 2014 and 2015, our consolidated affiliated entities accounted for an aggregate of 9.3% and 18.1%, respectively, of our consolidated total liabilities. Our ability to pay dividends depends upon dividends paid by our subsidiaries, which in turn partially depend upon earnings of our consolidated affiliated entities transferred to our subsidiaries in the form of payments under the technology consulting and services agreements. As of December 31, 2015, the total amount of service fees payable to our wholly owned subsidiaries from our consolidated affiliated entities was nil. As of December 31, 2015, we had aggregate undistributed earnings of approximately RMB2.0 billion (US$301.7 million) that were available for distribution, including RMB2.9 million (US$0.4 million) undistributed earnings of our consolidated affiliated entities. These undistributed earnings are considered to be indefinitely reinvested, and will be subject to PRC dividend withholding taxes upon distribution.

 

C.Research and Development, Patents and Licenses, etc.

 

None.

 

D.Trend Information

 

Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1, 2015 to December 31, 2015 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

 

E.Off-Balance Sheet Commitments and Arrangements

 

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or that engages in leasing, hedging or research and development services with us. As a result, as of December 31, 2015, we did not have any off-balance sheet arrangements that had or were reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

-79-
 

F.Contractual Obligations

 

The following table sets forth our contractual obligations and commercial commitments as of December 31, 2015:

 

   Payment Due by Period
   Total  Less than
1 year
  1-3 years  3-5 years  More than 5 years
   (in thousands of RMB)
                
Operating lease obligations    65,404    31,152    23,596    10,656     
Total    65,404    31,152    23,596    10,656     

 

Not included in the table above are uncertain tax liabilities of RMB70.4 million (US$10.9 million). As we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authority, such liabilities are excluded from the contractual obligations table above.

 

Other than the contractual obligations and commercial commitments set forth above, we did not have any other material long-term debt obligations, operating lease obligations, purchase obligations or other material long-term liabilities as of December 31, 2015.

 

G.Safe Harbor

 

This annual report on Form 20-F contains statements of a forward-looking nature. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

 

·our anticipated growth strategies;

 

·the anticipated growth of our life insurance business;

 

·the anticipated growth of our e-commerce business;

 

·our future business development, results of operations and financial condition;

 

·factors that affect our future revenues and expenses;

 

·the future growth of the Chinese insurance industry as a whole and the professional insurance intermediary sector in particular;

 

·trends and competition in the Chinese insurance industry; and

 

·economic and demographic trends in the PRC.

 

-80-
 

You should thoroughly read this annual report and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements. We would like to caution you not to place undue reliance on forward-looking statements and you should read these statements in conjunction with the risk factors disclosed in “Item 3. Key Information — D. Risk Factors” of this annual report. Those risks are not exhaustive. We operate in an emerging and evolving environment. New risk factors emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

 

You should not rely upon forward-looking statements as predictions of future events. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable law.

 

Item 6.Directors, Senior Management and Employees

 

A.Directors and Senior Management

 

The following table sets forth information regarding our directors and executive officers as of the date of this annual report.

 

Directors and Executive Officers

 

Age

 

Position/Title

Chunlin Wang   46   Chief Executive Officer and Director
Peng Ge   44   Chief Financial Officer
Yinan Hu   50   Chairman
Xiaojun Shang.   42   Director
Yunxiang Tang   70   Independent Director
Stephen Markscheid.   62   Independent Director
Allen Warren Lueth   47   Independent Director
Mengbo Yin   60   Independent Director

 

Mr. Chunlin Wang has been our chief executive officer since October 2011 and became our director in March 2016. From April 2011 to October 2011, he was our chief operating officer. From January 2007 to October 2011, he was vice president and head of the property and casualty insurance unit of our company. From 2003 to January 2007, he served as assistant to our chairman. From 2002 to 2005, he served as the general manager of Guangdong Nanfeng, one of our first affiliated insurance intermediaries in the PRC. From 1998 to 2002, Mr. Wang served as a branch manager at Guangzhou Nanyun Car Rental Services Co., Ltd. and later Guangdong Nanfeng Automobile Association Co., Ltd., our predecessors. Mr. Wang received his bachelor’s degree in law from Central-Southern University of Politics and Law in China.

 

Mr. Peng Ge has been our chief financial officer since April 2008. From 2005 to April 2008, he served as the general manager of the finance and accounting department and vice president of our company. From August 2007 to September 2008, he was also a director of our company. From 1999 to 2005, Mr. Ge headed our Beijing operations. From 1994 to 1999, Mr. Ge was a financial manager at a subsidiary of China National Native Produce and Animal By-Products Import & Export Corporation. Mr. Ge received his bachelor’s degree in international accounting and his MBA degree from the University of International Business and Economics in China.

 

Mr. Yinan Hu is our co-founder and has been chairman of our board of directors since our inception in 1998. From 1998 to October 2011, Mr. Hu served as our chief executive officer. From 1993 to 1998, Mr. Hu served as chairman of the board of directors of Guangdong Nanfeng Enterprises Co., Ltd., a company he co-founded that engaged in import and export, manufacturing of wooden doors and construction. From 1991 to 1995, Mr. Hu was an instructor of money and banking at Guangdong Institute for Managers in Finance and Trade. Mr. Hu received a bachelor’s degree and a master’s degree in economics from Southwestern University of Finance and Economics in China.

 

Ms. Xiaojun Shang has been our director since August 2012. Ms. Shang has been an executive director of CDH Investments Management (Hong Kong) Limited, an asset management company based in Hong Kong, since October 2010. Prior to that, She was an executive director of CDH Investment Advisory Private Limited, a private equity fund management company based in Singapore, from 2009 to 2010, a vice president of CDH Investments Management (Hong Kong) Limited from 2007 to 2009 and a vice president of CDH China Management Company Limited from 2003 to 2007. Prior to joining CDH China Management Company Limited in 2003, Ms. Shang was an assistant vice president of GIC Special Investments’ Asia Pacific private equity group, focusing on direct investment opportunities in China. From 1997 to 2001, she worked for DBS Land Limited and CapitaLand Residential Limited in business development, strategic planning, asset management and corporate planning areas.
Ms. Shang graduated with a Bachelor’s degree in Business Administration with first class honors in 1996 from the National University of Singapore.

 

-81-
 

Mr. Yunxiang Tang, a senior economist, has been our independent director since May 2012. Mr. Tang served as general manager of the People's Insurance Company (Group) of China Limited, or the PICC and chairman of the Board of Directors of PICC P&C, PICC Asset Management Company Limited, PICC Life Insurance Company Limited and PICC Health Insurance Company Limited from 2000 to 2007. He was the president of Insurance Association of China from 2001 to 2003 and vice chairman of the CIRC from 1998 to 2000. Prior to that, he served in different senior leadership roles in the financial regulatory authorities, including head of the PBOC Guangdong Branch and chief of State Administration of Foreign Exchange, Guangdong Branch and assistant governor of the PBOC.

 

Mr. Stephen Markscheid has been our independent director since August 2007. Mr. Markscheid is currently a partner at Wilton Partners, a Shanghai based boutique investment bank. He is a member of the board of directors and a member of the audit committee, compensation committee and/or nomination committee of Jinko Solar, Inc., China Ming Yang Wind Group Limited and ChinaCast Education Corporation, all of which are public companies listed in U.S. He is also a trustee of Princeton-in-Asia, a nonprofit social service organization affiliated with Princeton University. From 2007 to 2015, he was the chief executive officer of Synergenz BioScience, Inc., a genomics company based in Hong Kong. Prior to that, Mr. Markscheid was the chief executive officer of HuaMei Capital Company, Inc., a Sino-U.S. investment advisory firm from 2006 to 2007. From 1998 to 2006, Mr. Markscheid served as senior vice president for global risk for GE Healthcare Financial Services and director of business development of GE Capital. Prior to joining GE, Mr. Markscheid worked as case leader for the Boston Consulting Group throughout Asia from 1994 to 1997. Prior to that, Mr. Markscheid had been a commercial banker for ten years in London, Chicago, New York, Hong Kong and Beijing with Chase Manhattan Bank and First National Bank of Chicago. Mr. Markscheid received his bachelor’s degree in East Asian studies from Princeton University, a master’s degree in international affairs and economics from the School of Advanced International Studies at Johns Hopkins University, and an MBA degree from Columbia University.

 

Mr. Allen Lueth has been our independent director since August 2007. Mr. Lueth is currently a member of the board of director, the remuneration committee and the audit committee of Greatview Aseptic Packaging Company Limited, a company listed in Hong Kong. Since December 2010, he has been the head of finance of Cardinal Health China, one of the world’s leading pharmaceutical distributors, which acquired Zuellig Pharma China in November 2010. Prior to that, he was the vice president of finance and strategy of Zuellig Pharma China, a private company focused on pharmaceutical distribution, and was its chief financial officer from 2005 to February 2009. Mr. Lueth worked for GE Capital from 1998 to 2004 in a variety of roles, including chief financial officer and chief executive officer for the Taiwan operations, and the representative for China. Earlier, he served with Coopers & Lybrand as an auditor. Mr. Lueth obtained his certificate as a certified public accountant in 1991 and a certified management accountant in 1994. Mr. Lueth received his bachelor of science in accounting degree from the University of Minnesota and an MBA degree from the J.L. Kellogg School of Management.

 

Dr. Mengbo Yin has been our independent director since September 2008. He is currently a PhD advisor at Southwestern University of Finance and Economics in China, where he also serves as head of the university’s postgraduate department. Previously, he was the dean of the university’s school of finance from 1996 to 2007. Professor Yin received his master’s and PhD degrees in finance from Southwestern University of Finance and Economics in China.

 

Employment Agreements

 

Each of our executive officers has entered into an employment agreement with us. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the employee, including but not limited to a conviction or plea of guilty to a felony, negligence or dishonesty to our detriment, failure to perform the agreed-to duties after a reasonable opportunity to cure the failure and failure to achieve the performance measures specified in the employment agreement. An executive officer may terminate his employment at any time with one-month prior written notice if there is a material reduction in his authority, duties and responsibilities or in his annual salary before the next annual salary review. Furthermore, we may terminate an executive officer’s employment at any time without cause upon two-month advance written notice. In the event of a termination without cause by us, we will provide the executive officer a lump-sum severance payment in the amount of RMB500,000, unless otherwise specifically required by applicable law.

 

-82-
 

Each executive officer has agreed to hold, both during and after the employment agreement expires or is earlier terminated, in strict confidence and not to use, except as required in the performance of his duties in connection with the employment, any confidential information, trade secrets and know-how of our company or the confidential information of any third-party, including our consolidated affiliated entities and our subsidiaries, received by us. In addition, each executive officer has agreed to be bound by non-competition restrictions set forth in his employment agreement. Specifically, each executive officer has agreed not to, while employed by us and for one year following the termination or expiration of the employment agreement, (i) approach our clients, customers or contacts or other persons or entities introduced to the executive officer for the purpose of doing business with such person or entities, and will not interfere with the business relationship between us and such persons and/or entities; (ii) assume employment with or provide services as a director for any of our competitors, or engage, whether as principal, partner or otherwise, in any business which is in direct or indirect competition with our business; or (iii) seek directly or indirectly, to solicit the services of any of our employees who is employed by us at the date of the executive officer’s termination, or in the year preceding such termination.

 

B.Compensation

 

In 2015, the aggregate cash compensation, including reimbursement of expenses, to our executive officers was approximately RMB2.3 million (US$0.4 million), and the aggregate cash compensation to our non-executive directors was approximately RMB2.0 million (US$0.3 million).

 

Share Incentives

 

2007 Share Incentive Plan

 

Our 2007 Share Incentive Plan is intended to attract and retain the best available personnel for positions of substantial responsibility, provide additional incentive to employees, directors and consultants and promote the success of our business. We have reserved 136,874,658 ordinary shares for issuance under our 2007 Share Incentive Plan, which was approximately 15% of our outstanding ordinary shares at the time we authorized the number of ordinary shares reserved for issuance.

 

On November 21, 2008, our board of directors approved the grant of options to purchase an aggregate of 32,000,000 ordinary shares to various directors, officers and employees pursuant to the 2007 Share Incentive Plan (the “2008 Option”). The exercise price of these options is US$0.28 per ordinary share, equal to the closing price of our ADS on the Nasdaq Global Market at the grant date (after adjusting for the 20 ordinary shares to 1 ADS ratio). The options are scheduled to vest over a four-year period starting from March 31, 2010, subject to the achievement of certain key performance indicators by the option holders and their continued employment with us. During 2015, in connection with the 2008 Option, options to purchase 374,540 ordinary shares were exercised and nil ordinary shares were forfeited.

 

On March 9, 2009, our board of directors voted to grant options to purchase an aggregate of 10,000,000 ordinary shares to employees under the amended and restated 2007 Share Incentive Plan (the “2009 Option”). The exercise price of these options is US$0.34 per ordinary share, equal to the closing price of our ADS on the Nasdaq Global Select Market at the grant date (after adjusting for the 20 ordinary shares to 1 ADS ratio). These options are scheduled to vest over a four-year period starting from March 31, 2010, subject to the achievement of certain key performance indicators by the option holders and their continued employment with us. During 2015, in connection with the 2009 Option, options to purchase 394,420 ordinary shares were exercised, and options to purchase 30,100 ordinary shares were forfeited.

 

On February 8, 2010, our board of directors approved the grant of options to purchase an aggregate of 48,000,000 ordinary shares to various directors, officers and employees pursuant to the amended and restated 2007 Share Incentive Plan. The exercise price of these options is US$0.84 per ordinary share, equal to the closing price of our ADS on the Nasdaq Global Select Market at the grant date (after adjusting for the 20 ordinary shares to 1 ADS ratio). These options were scheduled to vest over a four-year period starting from March 31, 2011, subject to the achievement of certain key performance indicators by the option holders and their continued employment with our company. None of the options were exercised. Options to purchase 20,328,116 ordinary shares were forfeited due to a cessation of the option holders’ employment and failure to fulfill certain key performance indicators by certain option holders during 2011. Options to purchase an aggregate of 27,671,884 ordinary shares, which represented all the remaining options granted on February 8, 2010, were cancelled in November 2011.

 

-83-
 

On April 28, 2011, our board of directors approved the grant of options to purchase an aggregate of 28,400,000 ordinary shares to certain directors, officers and employees pursuant to the amended and restated 2007 Share Incentive Plan (the “2011 Option”). The exercise price of these options is US$0.73 per ordinary share, equal to the closing price of our ADS on the Nasdaq Global Select Market at the grant date (after adjusting for the 20 ordinary shares to one ADS ratio). These options were scheduled to vest over a four-year period starting from March 31, 2012, subject to the achievement of certain key performance indicators by the option holders and their continued employment with us. None of the options were exercised. Options to purchase 11,425,400 ordinary shares were forfeited due to a cessation of the option holders’ employment and failure to fulfill certain key performance indicators by certain option holders during 2011. Options to purchase an aggregate of 16,974,600 ordinary shares, which represented all the remaining 2011 Options, were cancelled in November 2011.

 

On March 12, 2012, pursuant to the amended and restated 2007 Share Incentive Plan, our board of directors approved the grant of options to certain directors, officers, key employees and sales agents to purchase an aggregate of 93,445,000 ordinary shares at an exercise price of US$0.30 per ordinary share and approved the grant of options to two independent directors who are residents of the United States in an aggregate of 3,200,000 ordinary shares at an exercise price of US$0.31 per ordinary share (the “2012 Options”). These options are scheduled to vest over a five-year period starting from May 31, 2012, subject to the achievement of certain key performance indicators by certain option holders and all option holders' continued employment with us. In December 2013, the board of directors approved an option modification to extend the expiration dates of the outstanding 2008 Options and 2009 Options to December 31, 2017.

 

In November 2014, the board and compensation committee passed a resolution to modify the exercise price of the 2012 Options. The exercise price of the rest of the 2012 Options was reduced from US$0.30 per ordinary share (for certain directors, officers, key employees and sales agents) and US$0.31 per ordinary share (for two independent directors who are residents of the United States) to US$0.001 per ordinary share while the maximum aggregate award of 96,645,000 ordinary shares was reduced to 46,722,500 ordinary shares. The options are subject to the same service period. As of December 31, 2014, except for the options granted to one of the independent directors, outstanding options to purchase 91,327,722 ordinary shares were modified into 45,663,861 shares options. There was no incremental cost as a result of such option modification. During the year ended December 31, 2015, in connection with the 2012 Options, options to purchase 5,985,760 ordinary shares had been exercised and 399,228 ordinary shares had been forfeited due to option holders’ failure to meet the performance target or termination of employment or agency contracts.

 

The following paragraphs describe the principal terms of our amended and restated 2007 Share Incentive Plan as currently in effect.

 

Types of Awards. The types of awards we may grant under our 2007 Share Incentive Plan include the following:

 

·options to purchase our ordinary shares;

 

·restricted shares, which represent non-transferable ordinary shares, that may be subject to forfeiture, restrictions on transferability and other restrictions; and

 

·restricted share units, which represent the right to receive our ordinary shares at a specified date in the future, which may be subject to forfeiture.

 

Awards may be designated in the form of ADSs instead of ordinary shares. If we designate an award in the form of ADSs, the number of shares issuable under the 2007 Share Incentive Plan will be adjusted to reflect the ratio of ADSs to ordinary shares.

 

Eligibility. We may grant awards to employees, directors and consultants of our company or any of our related entities, which include our subsidiaries or any entities in which we hold a substantial ownership interest. However, we may grant options that are intended to qualify as incentive share options, or ISOs, only to our employees and employees of our majority-owned subsidiaries.

 

-84-
 

Plan Administration. The compensation committee of our board of directors, or a committee designated by the compensation committee, will administer the 2007 Share Incentive Plan. However, awards made to our independent directors must be approved by the entire board of directors. The compensation committee or the full board of directors, as appropriate, will determine the individuals who will receive grants, the types of awards to be granted and terms and conditions of each award grant, including any vesting or forfeiture restrictions.

 

Award Agreement. Awards granted under our 2007 Share Incentive Plan will be evidenced by an award agreement that will set forth the terms, conditions and limitations for each award. In addition, in the case of options, the award agreement may also specify whether the option constitutes an ISO or a non-qualifying share option.

 

Acceleration of Awards upon Corporate Transactions. The outstanding awards will accelerate upon occurrence of a change-of-control corporate transaction where the successor entity does not assume our outstanding awards under the 2007 Share Incentive Plan. In such event, each outstanding award will become fully vested and immediately exercisable, and the transfer restrictions on the awards will be released and any forfeiture provisions will terminate immediately before the date of the change-of-control transaction. If the successor entity assumes our outstanding awards and later terminates the grantee’s service without cause within 12 months of the change-of-control transaction, the outstanding awards will automatically become fully vested and exercisable.

 

Exercise Price and Term of Awards. The exercise price per share subject to an option will be determined by the plan administrator and set forth in the award agreement which may be a fixed or variable price related to the fair market value of our ordinary shares; provided, however, that no options may be granted to an individual subject to taxation in the United States at less than the fair market value on the date of grant. To the extent not prohibited by applicable laws or any exchange rule, a downward adjustment of the exercise prices of any outstanding options may be made in the absolute discretion of the plan administrator and will be effective without the approval of our shareholders or the approval of the affected participants. If we grant an ISO to an employee who, at the time of that grant, owns shares representing more than 10% of the voting power of all classes of our share capital, the exercise price cannot be less than 110% of the fair market value of our ordinary shares on the date of that grant. The term of each award will be stated in the award agreement. The term of an award shall not exceed 10 years from the date of the grant, except that five years is maximum term of an ISO granted to an employee who holds more than 10% of the voting power of our share capital.

 

Amendment and Termination. Our board of directors may at any time amend, suspend or terminate the 2007 Share Incentive Plan. Amendments to the 2007 Share Incentive Plan are subject to shareholder approval to the extent required by law, or stock exchange rules or regulations. Additionally, shareholder approval will be specifically required to increase the number of shares available for issuance under the 2007 Share Incentive Plan or to extend the term of an option beyond ten years. Unless terminated earlier, the 2007 Share Incentive Plan will expire and no further awards may be granted after the tenth anniversary of the shareholder approval of the 2007 Share Incentive Plan.

 

As of March 31, 2016, options to purchase 74,960,552 ordinary shares of CNinsure were outstanding. The following table summarizes, as of March 31, 2016, the outstanding options that we granted to our directors and executive officers and to other individuals as a group.

 

-85-
 

Name  Options Outstanding  Exercise Price (Per Ordinary Share)(US$)  Grant Date  Expiration Date
Chunlin Wang    2,000,000    0.001    March 12, 2012    March 12, 2022 
    2,050,000    0.278    November 21, 2008    December 31, 2017 
Peng Ge    2,000,000    0.001    March 12, 2012    March 12, 2022 
    3,350,000    0.278    November 21, 2008    December 31, 2017 
Yinan Hu    2,000,000    0.001    March 12, 2012    March 12, 2022 
    4,500,000    0.278    November 21, 2008    December 31, 2017 
Xiaojun Shang                 
Yunxiang Tang    400,000    0.001    March 12, 2012    March 12, 2022 
Stephen Markscheid    800,000    0.001    March 12, 2012    March 12, 2022 
    600,000    0.278    November 21, 2008    December 31, 2017 
Allen Warren Lueth    1,600,000    0.3135    March 12, 2012    March 12, 2022 
    600,000    0.278    November 21, 2008    December 31, 2017 
Mengbo Yin    800,000    0.001    March 12, 2012    March 12, 2022 
    400,000    0.278    November 21, 2008    December 31, 2017 
Other individuals as a group    31,159,132    0.001    March 12, 2012    March 12, 2022 
    6,575,480    0.336    March 9, 2009    December 31, 2017 
    16,125,940    0.278    November 21, 2008    December 31, 2017 

 

____________________

 

InsCom Holdings Options

 

On March 29, 2012, the shareholders of InsCom Holdings, a subsidiary in which we hold 65.1% equity interest, adopted a share incentive plan, under which a maximum number of 202,400,000 ordinary shares of InsCom Holdings can be granted as options, equal to 20% of the total number of ordinary shares outstanding of InsCom Holdings as at March 28, 2012.

 

On April 2, 2012, InsCom Holdings granted options to purchase 36,515,586 ordinary shares of InsCom Holdings to certain property and casualty insurance sales agents and options to purchase 24,492,750 ordinary shares of InsCom Holdings to certain employees of InsCom Holdings and the headquarter at an exercise price of RMB1.00 per ordinary share (the “2012 InsCom Option”). Pursuant to the option agreements entered into between InsCom Holdings and the option grantees, these options were scheduled to vest over a two-year period from 2012 to 2013. The number of options that the grantees are entitled to in each year was calculated based on the key performance indicator scores of the grantees in the respective prior year and subject to their continued services. The expiration dates for the 2012 InsCom Options granted to agents and employees are December 31, 2014 and June 30, 2017, respectively.

 

On June 24, 2013, InsCom Holdings granted options to purchase 5,914,312 of its ordinary shares to certain sales agents and 14,744,000 of its ordinary shares to the employees of InsCom Holdings and its affiliates and the headquarter at an exercise price of RMB1.2 per ordinary share (the “2013 InsCom Option ”). Pursuant to the option agreements entered into between InsCom Holdings and the option grantees, the options are scheduled to vest over a two-year period from 2013 to 2014. The number of options that the grantees are entitled to in each year was calculated based on the key performance indicator scores of the grantees in the respective prior year and subject to their continued services. The expiration dates for the 2013 InsCom Options granted to agents and employees are December 31, 2014 and June 30, 2018, respectively.

 

In December 2013, the board of directors of InsCom Holdings approved an option modification to extend the expiration dates of both the 2012 InsCom Options and 2013 InsCom Options for one year and revised the exercise price of the options to RMB0.025 per ordinary share, the fair value as of the modification date.

 

-86-
 

On July 1, 2014, InsCom Holdings granted options to purchase 3,477,281 of its ordinary shares to its entrepreneurial agents and 8,189,000 ordinary shares to the employees of InsCom Holdings and CNinsure at an exercise price of RMB0.028 per ordinary share. Pursuant to the option agreements entered into between InsCom Holdings and the option grantees, the options are scheduled to vest over a two-year period from 2014 to 2015. The number of options that the grantees are entitled to in each year was calculated based on the key performance indicator scores of the grantees in the respective prior year and subject to their continued services. The expiration dates for options granted to agents and employees are December 31, 2016 and June 30, 2018, respectively.

 

On October 1, 2015, the board of directors of InsCom Holdings approved an option modification to further extend the expiration dates of the 2012 InsCom Options and 2013 InsCom Options to December 31, 2020.

 

C.Board Practices

 

Board of Directors

 

Our board of directors consists of seven directors. Under our currently effective memorandum and articles of association, a director is not required to hold any shares in our company by way of qualification. A director may vote with respect to any contract, proposed contract or arrangement in which he is materially interested. The directors may exercise all the powers of our company to borrow money, mortgage its undertaking, property and uncalled capital, and issue debentures or other securities whenever money is borrowed or as security for any obligation of our company or of any third-party. The directors may receive such remuneration as our board of directors may determine from time to time. There is no age limit requirement for directors.

 

In compliance with Rule 5605 of the Nasdaq Listing Rules, a majority of our directors and all of the committee members of our board of directors are independent directors. During 2015, our board of directors met in person or passed resolutions by unanimous written consent 4 times. In addition, our independent directors held executive sessions without the presence of non-independent directors or members of management twice during 2015. We have no specific policy with respect to director attendance at our annual general meetings of shareholders.

 

Committees of the Board of Directors

 

We have established three committees under the board of directors: the audit committee, the compensation committee and the corporate governance and nominating committee, and have adopted a charter for each of the committees. Each committee’s members and functions are described below.

 

Audit Committee. Our audit committee consists of Allen Lueth (chairman), Stephen Markscheid and Mengbo Yin, all of whom satisfy the “independence” requirements of Rule 5605 of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act of 1934. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:

 

·selecting the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

 

·reviewing with the independent auditors any audit problems or difficulties and management’s response;

 

·reviewing and approving all proposed related-party transactions;

 

·discussing the annual audited financial statements with management and the independent auditors;

 

·reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies;

 

·annually reviewing and reassessing the adequacy of our audit committee charter;

 

·meeting separately and periodically with management, the independent auditors and the internal auditor; and

 

-87-
 

·reporting regularly to the full board of directors.

 

In 2015, our audit committee held meetings or passed resolutions by unanimous written consent four times.

 

Compensation Committee. Our compensation committee consists of Stephen Markscheid (chairman),Allen Lueth and Yunxiang Tang, all of whom satisfy the “independence” requirements of Rule 5605 of the Nasdaq Listing Rules. Our compensation committee assists the board of directors in reviewing and approving the compensation structure of our directors and executive officers, including all forms of compensation to be provided to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:

 

·reviewing and recommending to the board with respect to the total compensation package for our chief executive officer;

 

·approving and overseeing the total compensation package for our executives other than the chief executive officer;

 

·reviewing and making recommendations to the board with respect to the compensation of our directors; and

 

·reviewing periodically and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.

 

In 2015, our compensation committee held meetings or passed resolutions by unanimous written consent twice.

 

Corporate Governance and Nominating Committee. Our corporate governance and nominating committee consists of Mengbo Yin(chairman), Allen Lueth and Stephen Markscheid, all of whom satisfy the “independence” requirements of Rule 5605 of the Nasdaq Listing Rules. The corporate governance and nominating committee assists our board of directors in identifying individuals qualified to become our directors and in determining the composition of the board and its committees. The corporate governance and nominating committee is responsible for, among other things:

 

·identifying and recommending to the board nominees for election or re-election to the board, or for appointment to fill any vacancy;

 

·reviewing annually with the board the current composition of the board in light of the characteristics of independence, skills, experience and availability of service to us;

 

·identifying and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as the corporate governance and nominating committee itself;

 

·advising the board periodically with respect to significant developments in the law and practice of corporate governance, as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any corrective action to be taken; and

 

·monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

 

In 2015, our corporate governance and nominating committee held meetings or passed resolutions by unanimous written consent third times.

 

-88-
 

Duties of Directors

 

Under Cayman Islands law, our directors have a fiduciary duty to act honestly, in good faith and with a view to our best interests. Our directors also owe to our company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association as amended and restated from time to time. In certain limited circumstances, it may be possible for our shareholders to bring a derivative action on behalf of our company if a duty owed by our directors to our company is breached.

 

Terms of Directors and Executive Officers

 

All directors hold office until their successors have been duly elected and qualified. Outside of certain specified circumstances, including a director resigns, becoming bankrupt or of unsound mind or being absent from board meetings without special leave of absence for six consecutive months, a director may only be removed by a special resolution of the shareholders. Officers are elected by and serve at the discretion of the board of directors. We do not have contracts in place with any of our directors providing for benefits upon termination of employment. For the period during which the directors and executives have served in the office, please see “Item 6. Directors, Senior Management and Employees — A. Directors and Senior Management.”

 

D.Employees

 

Employees, Sales Agents and Training

 

We had 4,288, 3,867 and 4,157 employees as of December 31, 2013, 2014 and 2015, respectively. We consider our relations with our employees to be good. The following table sets forth the number of our employees by function as of December 31, 2015:

 

   Number of Employees  % of Total
Management and administrative staff    2,062    49.6 
Financial and accounting staff    334    8.0 
Sales and marketing staff    198    4.8 
Professional claims adjustors    1,451    34.9 
Information technology staff    112    2.7 
Total    4,157    100 

 

As of December 31, 2013, 2014 and 2015, we had 51,583, 62,248 and 116,164 sales representatives, respectively. 99.9% of these sales representatives are independent sales agents who are not our employees and are only compensated by commissions. We have contractual relationships with these sales agents. For the sale of each property and casualty insurance policy or life insurance policy with a single premium payment schedule, we pay the sales agent who has generated the sale a single commission based on a percentage of the commission and fee we receive from the insurance company for the sale of that policy. For the sale of each life insurance policy with a periodic premium payment schedule, we pay the sales agent who has generated the sale periodic commissions based on a percentage of the commissions and fees we receive from the insurance company for the sale and renewal of that policy, up to the first five years of the premium payment period, and retain all commissions and fees we continue to receive from insurance companies for the rest of the premium payment period.

 

Our life insurance sales agents are typically organized into sales teams with a multilevel hierarchy, though we are reducing this hierarchy to only two layers in certain cities. A life insurance sales agent not only receives a commission for the insurance policies that he or she sells, but also a smaller commission for insurance policies sold by agents under his or her management.

 

Our sales agents, in-house sales representatives and claims adjustors are our most valuable asset and are instrumental in helping us build and maintain long-term relationships with our customers. Therefore, we place a strong emphasis on training our sales force. We provide trainings to both new sales agents and existing sales agents, on a monthly or quarterly basis, with a different emphasis. For new sales agents, we offer orientation courses that are designed to familiarize them with the industry background, regulatory environment, corporate culture, insurance products, and sales skills. For the existing sales agents, we offer on-the-job training courses that aim to enhance their sales skills and knowledge of different insurance products.

 

-89-
 

E.Share Ownership

 

The following table sets forth information with respect to the beneficial ownership of our shares, as of March 31, 2016, by:

 

·each of our current directors and executive officers; and

 

·each person known to us to own beneficially more than 5% of our shares.

 

As of March 31, 2016, there were 1,155,162,526 ordinary shares outstanding. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we include shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.

 

   Ordinary Shares Beneficially Owned(1) (2)
   Number  %
Directors and Executive Officers:          
Chunlin Wang(3)    194,576,540    16.8%
Peng Ge(4)    195,876,540    16.9%
Yinan Hu(5)    199,468,110    17.2%
Xiaojun Shang         
Yunxiang Tang    *    * 
Stephen Markscheid    *    * 
Allen Warren Lueth    *    * 
Mengbo Yin    *    * 
All Directors and Executive Officers as a Group(6)    403,914,650    34.4%
           
Principal Shareholders:          
Sea Synergy Limited(7)    183,198,110    15.9%
Kingsford Resources Limited(8)    190,826,540    16.5%
High Rank Investments Limited(8)    190,826,540    16.5%
Better Rise Investments Limited(8)    190,826,540    16.5%
S. Donald Sussman(9)    68,487,280    5.9%
Norges Bank (The Central Bank of Norway)(10)    78,300,000    6.8%

__________________

 

*Less than 0.5% of our total outstanding ordinary shares.

 

Except for Ms. Shang and independent directors, the business address of our directors and executive officers is c/o 27/F, Pearl River Tower, No. 15 West Zhujiang Road, Guangzhou, Guangdong 510623, People’s Republic of China.

 

(1)The number of shares beneficially owned by each director and executive officer includes the shares beneficially owned by such person, the shares underlying all options held by such person that have vested or will vest within 60 days after March 31, 2016.

 

(2)Percentage of beneficial ownership of each director and executive officer is based on 1,155,162,526 ordinary shares outstanding as of March 31, 2016, and the number of ordinary shares underlying options held by such person that have vested or will vest within 60 days after March 31, 2016.

 

-90-
 

(3)Includes (i) 115,483,560 ordinary share and 75,342,980 ordinary shares in the form of ADSs held by Kingsford Resources Limited, or Kingsford Resources, and (ii) 3,750,000 ordinary shares that are issuable upon exercise of options held by Mr. Chunlin Wang within 60 days after March 31, 2016. Mr. Chunlin Wang holds approximately 32.9% of the total outstanding shares of Better Rise Investments. Better Rise Investments owns approximately 30.6% of Kingsford Resources Limited, or Kingsford Resources. Mr. Wang disclaims direct beneficial ownership of all of our shares held by Kingsford Resources except to the extent of his pecuniary interest through Better Rise Investment therein.

 

(4)Includes (i) 115,483,560 ordinary share and 75,342,980 ordinary shares in the form of ADSs held by Kingsford Resources, and (ii) 5,050,000 ordinary shares that are issuable upon exercise of options held by Mr. Ge within 60 days after March 31, 2016. Mr. Ge holds approximately 67.1% of the total outstanding shares of Better Rise Investments, which in turn holds approximately 30.6% of the total outstanding shares of Kingsford Resources. Mr. Ge disclaims beneficial ownership of all of our shares held by Kingsford Resources except to the extent of his pecuniary interest therein.

 

(5)Includes (i) 10,070,000 ordinary shares in the form of ADSs of our company acquired by Mr. Hu on the open market, (ii) 6,200,000 ordinary shares issuable upon exercise of options held by Mr. Hu within 60 days after March 31, 2016 and (iii) 183,198,110 ordinary shares of our company directly held by Sea Synergy Limited, or Sea Synergy. Mr. Hu and his wife hold approximately 98.6% and 1.4%, respectively, of the total outstanding shares of Sea Synergy. Mr. Hu disclaims beneficial ownership of all of our shares held by Sea Synergy except to the extent of his pecuniary interest therein.

 

(6)Includes ordinary shares beneficially owned by all of our directors and executive officers as a group and ordinary shares underlying all options held by such persons that have vested or will vest within 60 days after March 31, 2016.

 

(7)Includes 183,198,110 ordinary shares of our company directly held by Sea Synergy. Mr. Hu and his wife hold approximately 98.6% and 1.4%, respectively, of the total outstanding shares of Sea Synergy. The registered address of Sea Synergy is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

 

(8)Includes 115,483,560 ordinary share and 75,342,980 ordinary shares in the form of ADSs of our company directly held by Kingsford Resources. High Rank Investments Limited and Better Rise Investments hold 69.4% and 30.6% of the total outstanding shares of Kingsford Resources, respectively. Mr. Qiuping Lai, former president of CNinsure, holds 100% of the outstanding shares of High Rank Investments. Mr. Chunlin Wang and Mr. Ge hold 32.9% and 67.1% of the outstanding shares of Better Rise Investments, respectively. Mr. Lai, Mr. Chunlin Wang and Mr. Ge hold 69.4%, 10.1% and 20.5% shared voting power of Kingsford Resources, respectively, and each has the authority to vote the percentage of shares owned by Kingsford Resources that is proportionate to their respective interests in Kingsford Resources. Kingsford Resources entered into a share purchase and sale agreement on January 4, 2015, as amended on August 12, 2015, with CDH Inservice Limited, or CDH Inservice, pursuant to which Kingsford Resources purchased from CDH Inservice an aggregate of 91,600,000 ordinary shares and 3,151,149 ADSs, resulting in Kingsford Resource’s holdings in our company increasing from 3.6% to 16.6% and CDH Inservice’s holdings in our company decreasing from 16.6% to zero. The registered address of Kingsford Resources is Beaufort House, P.O. Box 438, Road Town, Tortola, British Virgin Islands. The principal business address for High Rank Investments is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. The principal business address for Better Rise Investments is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

 

(9)As reported on Schedule 13D/A filed by Cathay Capital Holdings II, L.P., or Cathay Capital, on January 8, 2013, the number includes (1) 21,511,600 ordinary shares in the form of ADS of our company directly held by Mr. Sussman, (2) 271,320 ordinary shares in the form of ADS of our company held by a grantor retained annuity trust, of which Mr. Sussman is a co-trustee, acquired through transfers of ordinary shares from Mr. Sussman to the grantor retained annuity trust, (3) 4,292,420 ordinary shares in the form of ADSs of our company held by Caremi Partners Ltd., of which Mr. Sussman is the sole shareholder, (4) 10,013,120 ordinary shares in the form of ADS of our company directly held collectively by Paloma Partners LLC, or Paloma Partners, and Paloma International Limited, or Paloma Limited. Mr. Sussman is Chairman and founder of Paloma Partners Management Company, or PPMC, and co-owns PPMC with certain of its senior employees. PPMC is the special member of Paloma Partners, provides advisory and non-advisory services to Paloma Limited and Paloma Partners based on a services agreement, (5) 32,294,420 ordinary shares of in the form of ADS of our company directly held by Cathay Capital. Mr. Sussman is the co-owner of Cathay Master GP, Ltd., the general partner of Cathay Capital. He is also the owner of New China Capital Management, LP, the investment manager for Cathay Capital, and (6) 104,400 ordinary shares in the form of ADS of our company directly held by Cathay Investment Fund, Limited, or CIF. Mr. Sussman directly and/or indirectly owns 50% of New China Investment Management, Inc., the investment manager for CIF. The percentage of beneficial ownership was calculated based on the total number of our ordinary shares outstanding as of March 31, 2016. The business address of Mr. Sussman is 6100 Red Hook Quarters, Suite C1-C6 St. Thomas, United Virgin Islands 00802-1348.

 

(11)Represents 78,300,000 ordinary shares in the form of ADSs of our company held by Norges Bank, as reported on Schedule 13G/A filed by Norges Bank on February 7, 2013. The percentage of beneficial ownership was calculated based on the total number of our ordinary shares outstanding as of March 31, 2016. The address of Norges Bank is Bankplassen 2, PO Box 1179 Sentrum, NO 0107 Oslo, Norway.

 

On January 5, 2015, Kingsford Resources entered into a share purchase and sale agreement, which was amended on August 12, 2015, with CDH Inservice in a privately negotiated transaction, pursuant to which Kingsford Resources, collectively held by Mr. Lai, Mr. Chunlin Wang and Mr. Ge, has agreed to purchase from CDH Inservice 7,731,149 ADSs, or its equivalent in ordinary shares of our company, at a price of US$7 per ADS, or US$0.35 per ordinary share, for total compensation of US$54.1 million. The 7,731,149 ADSs represent the entire interests in our company held by CDH Inservice as of January 5, 2015. 3,865,575 ADSs or its equivalent in ordinary shares were delivered by CDH Inservice to Kingsford Resources on January 15, 2015 and the remaining 3,865,574 ADSs or its equivalent in ordinary shares were delivered on August 13, 2015.

 

-91-
 

None of our existing shareholders have different voting rights from other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. As of March 31, 2016, J.P. Morgan Chase Bank, N.A., or J.P. Morgan, the depositary for our ADS program, is our only record holder in the United States, holding approximately 61.1% of our total outstanding ordinary shares. The number of beneficial owners of our ADSs in the United States is likely much larger than the number of record holders of our ordinary shares in the United States.

 

Item 7.Major Shareholders and Related Party Transactions

 

A.Major Shareholders

 

Please refer to “Item 6. Directors, Senior Management and Employees ¾ E. Share Ownership.”

 

B.Related Party Transactions

 

Amounts Due from an Affiliate and its Subsidiaries

 

We agreed to grant a revolving loan with a maximum amount of US$50.0 million (equivalent to RMB318.0 million as per the agreement) to Sincere Fame, and its subsidiaries, pursuant to a facility letter, or the Facility entered in October 2011. The facility is valid for two years and was renewed for another two years in October 2013 and October 2015. On January 1, 2012, we and Sincere Fame further entered into a supplemental loan agreement, which established the legal rights to offset the interests and amounts receivable and payable between us and Sincere Fame, and all subsidiaries of us and Sincere Fame. These amounts are unsecured, bear interest at 7.3% and are repayable on demand. As of December 31, 2015, the amount due from Sincere Fame and its subsidiaries represented RMB36.5 million (US$5.6 million) interest receivable.

 

Shares Sold to Employee Companies and Subscription Receivables from Employee Companies

 

In November 2014, we entered into share purchase agreements with companies established on behalf of our employees, or the Employee Companies, for the issuance of up to 100,000,000 ordinary shares of our company. In December 2014, we increased the new shares issued to the employees to 150,000,000 ordinary shares, representing approximately 13.0% of our enlarged total share capital upon completion of the transaction. The purchase price for the 100,000,000 ordinary shares is US$0.27 per ordinary share or US$5.40 per ADS, while the purchase price for the additional 50,000,000 ordinary shares is US$0.29 per ordinary share or US$5.8 per ADS, both of which are the average closing prices for the 20 trading days prior to the board approvals. The shares purchased by the Employee Companies were subject to a 180 days lock-up. The sale of shares to the Employee Companies was completed on December 17, 2014. As of March 31, 2016, none of the shares held by the Employee Companies had been resold.

 

In order to facilitate the purchase of shares by our employees pursuant to the share purchase agreement as described above, we also obtained approval from our board of directors to grant a US$41.5 million loan to the Employee Companies. The loan bears interest at a rate of 3% per annum, is guaranteed by the individual employees and is repayable upon the sale of the shares by employees, termination of employment or within two years, whichever comes first. According to FASB ASC 505-10-45, the loan is recorded as a separate line of deduction from equity in our consolidated balance sheet as of December 31, 2014 and 2015, respectively. Interest income accruing from the loan is recognized as non-operating income and other receivables. None of the loan to Employee Companies has been repaid as of March 31, 2016 and the total balance thereof as of December 31, 2015 was RMB268.8 million (US$41.5 million).

 

Revenues and Other Incomes from Affiliates

 

We charged affiliates interest of RMB8.1 million (US$1.2 million) for loans receivable during the year ended December 31, 2015.

 

Equity Interest Held on Behalf of an Affiliate

 

One of our subsidiaries held 30% equity interest of Beijing Fanhua Micro-credit Company Limited, a subsidiary of Sincere Fame, on behalf of Shenzhen Fanhua United Investment Group, which is also a subsidiary of Sincere Fame.

 

-92-
 

Contractual Arrangements with Our Consolidated Affiliated Entities and the Shareholders of Xinbao Investment

 

Historically, PRC laws and regulations have restricted foreign investment in and ownership of insurance agencies and brokerages and internet business. Accordingly, we conducted part of our operations in China through contractual arrangements among our PRC subsidiaries, Xinbao Investment and its shareholders and subsidiaries. For a description of these contractual arrangements, see “Item 4. Information on the Company — C. Organizational Structure.”

 

Employment Agreements

 

See “Item 6. Directors, Senior Management and Employees — A. Directors and Senior Management — Employment Agreements” for a description of the employment agreements we have entered into with our senior executive officers.

 

Share Options

 

Please refer to “Item 6. Directors, Senior Management and Employees — B. Compensation.”

 

C.Interests of Experts and Counsel

 

Not applicable.

 

Item 8. Financial Information

 

A.Consolidated Statements and Other Financial Information

 

See “Item 18. Financial Statements.”

 

Legal Proceedings

 

We are currently not a party to any material litigation or other legal proceeding that may have a material adverse impact on our business or operations. However, we are and may continue to be subject to various claims and legal actions arising in the ordinary course of business.

 

Dividend Policy

 

Our board of directors has discretion as to whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium account, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts due in the ordinary course of business. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Even if our board of directors decides to pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors.

 

If we pay any dividends, we will pay our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. Any dividend we declare will be distributed by the depositary bank to the holders of our ADSs. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

 

We are a holding company incorporated in the Cayman Islands. We rely on dividends from our subsidiaries in China to fund our payment of dividends, if any, to our shareholders. Current PRC regulations permit our subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside a certain amount of its accumulated after-tax profits each year, if any, to fund certain statutory reserves. These reserves may not be distributed as cash dividends. Further, if our subsidiaries in China incur debt on their own behalf, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Furthermore, there are still uncertainties under the new PRC EIT law and the related regulations regarding whether the dividends we receive from our PRC subsidiaries or dividends paid to our shareholders will be subject to PRC withholding tax. See “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China — Our global income or the dividends we receive from our PRC subsidiaries may be subject to PRC tax under the EIT Law, which could have a material adverse effect on our results of operations.” and “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China — Under the EIT Law, dividends payable by us and gains on the disposition of our shares or ADSs could be subject to PRC taxation.”

 

-93-
 

B.Significant Changes

 

We have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.

 

Item 9.The Offer and Listing

 

A.Offer and Listing Details

 

The following table provides the high and low trading prices for our ADSs on the Nasdaq Global Select Market since January 4, 2010 for the periods indicated.

 

   Sales Price
   High  Low
   US$  US$
Annual High and Low          
2011    20.88    5.28 
2012    9.02    5.00 
2013    7.00    4.75 
2014    9.44    4.90 
2015    12.49    5.56 
Quarterly Highs and Lows
          
First Quarter of 2014    9.44    5.50 
Second Quarter of 2014    7.94    5.97 
Third Quarter of 2014    7.56    5.47 
Fourth Quarter of 2014    7.29    4.90 
First Quarter of 2015    9.30    6.60 
Second Quarter of 2015    12.49    7.55 
Third Quarter of 2015    9.50    5.56 
Fourth Quarter of 2015    10.40    7.54 
First Quarter of 2016    9.38    6.47 
Monthly Highs and Lows
          
October 2015    9.29    7.54 
November 2015    10.40    8.92 
December 2015    9.47    8.36 
January 2016    9.38    6.58 
February 2016    7.56    6.47 
March 2016    8.24    7.00 
April 2016 (through April 20)    8.48    7.18 

 

B.Plan of Distribution

 

Not applicable.

 

C.Markets

 

Our ADSs, each representing 20 ordinary shares, have been listed on the Nasdaq Global Select Market since January 2, 2009 under the symbol “CISG.” From October 31, 2007 until January 1, 2009, our ADSs were listed on the Nasdaq Global Market.

 

-94-
 

D.Selling Shareholders

 

Not applicable.

 

E.Dilution

 

Not applicable.

 

F.Expenses of the Issue

 

Not applicable.

 

Item 10.Additional Information

 

A.Share Capital

 

Not applicable.

 

B.Memorandum and Articles of Association

 

The following are summaries of material provisions of our amended and restated memorandum and articles of association, including certain amendments adopted by our shareholders at the annual general meeting of shareholders held on December 18, 2008, as well as the Companies Law (2013 Revision) insofar as they relate to the material terms of our ordinary shares.

 

Registered Office and Objects

 

The registered office of our company is at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place as our board of directors may from time to time decide. The objects for which our company is established are unrestricted and we have full power and authority to carry out any object not prohibited by the Companies Law (2013 Revision) or as the same may be revised from time to time, or any other law of the Cayman Islands.

 

Board of Directors

 

See “Item 6. Directors, Senior Management and Employees — C. Board Practices — Board of Directors.”

 

Ordinary Shares

 

General. Our authorized share capital consists of 10,000,000,000 ordinary shares, with a par value of US$0.001 each. All of our outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders who are nonresidents of the Cayman Islands may freely hold and vote their shares.

 

Dividend Rights. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors subject to the Companies Law.

 

Voting Rights. On a show of hands, each shareholder present in person or by proxy (or, for a corporation or other non-natural person, present by its duly authorized representative or proxy) at general meeting shall have one vote and on a poll, shall have one vote for each share registered in his name in the register of members of our company. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of the meeting or by any one or more shareholders together holding at least ten percent of our paid up voting share capital, present in person or by proxy.

 

-95-
 

A quorum required for a meeting of shareholders consists of shareholders holding in aggregate not less than one-third of our issued voting share capital present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. We may, but are not obliged, to hold an annual general meeting of shareholders. General meetings may be convened by our board of directors on its own initiative or upon a request to the directors by shareholders holding in aggregate not less than one-third of our voting share capital. Advance notice of at least 14 days is required for the convening of our annual general meeting and other shareholders meetings.

 

An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast in a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes attaching to the ordinary shares cast in a general meeting. A special resolution is required for important matters such as a change of name. Holders of the ordinary shares may effect certain changes by ordinary resolution, including consolidating and dividing all or any of our share capital into shares of larger amount than our existing shares, and canceling any shares which have not been taken or agreed to be taken.

 

Transfer of Shares. Subject to the restrictions of our articles of association, as applicable, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board.

 

Liquidation. On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of shares), assets available for distribution among the holders of ordinary shares may be distributed among the holders of the ordinary shares as determined by the liquidator, subject to sanction of an ordinary resolution of our company.

 

Calls on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least 14 days prior to the specified time of payment. The shares that have been called upon and remain unpaid on the specified time are subject to forfeiture.

 

Redemption, Repurchase and Surrender of Shares. Subject to the provisions of the Companies Law and our articles of association, we may issue shares on terms that they are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as our board of directors may determine before the issue of such shares. We also may purchase our own shares, provided that our shareholders have approved the manner of purchase by ordinary resolution or the manner of purchase is in accordance with that specified in our articles of association. The manner of purchase specified in our articles of association, which cover purchases of shares listed on an internationally recognized stock exchange and shares not so listed, is in accordance with Section 37(2) of the Companies Law or any modification or reenactment thereof for the time being in force. In addition, our company may accept the surrender of any fully paid share for no consideration. Pursuant to Companies Law (2013 Revision) as amended, upon the repurchase, redemption or surrender of shares, instead of cancelling them the board of directors can determine whether or not cancel those shares or hold them as treasury shares pending cancellation, transfer or sale. The company must obtain authorization to hold such shares as treasury shares either in accordance with the procedures set out in the company’s articles of association or (if there are none) by a board resolution before being repurchased, redeemed or surrendered in accordance with the usual rules and articles.

 

Variations of Rights of Shares. All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law, be varied either with the written consent of the holders of a majority of the issued shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.

 

Inspection of Books and Records. Holders of our ordinary shares have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we make our annual reports, which contain our audited financial statements, available to our shareholders. See “Item 10. Additional Information — H. Documents on Display.”

 

C.Material Contracts

 

We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the Company” or elsewhere in this annual report.

 

D.Exchange Controls

 

See “Item 4. Information on the Company — B. Business Overview — Regulation — Regulations on Foreign Exchange.”

 

-96-
 

E.Taxation

 

The following summary of the material Cayman Islands, PRC and United States federal income tax consequences of an investment in our ADSs or ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as the tax consequences under state, local and other tax laws.

 

Cayman Islands Taxation

 

According to Maples and Calder, our Cayman Islands counsel, the Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. No Cayman Islands stamp duty will be payable unless an instrument is executed in, or after execution brought within the jurisdiction of the Cayman Islands, or produced before a court of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payment made to or by our Company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

 

PRC Taxation

 

Under the former PRC Income Tax Law for Enterprises with Foreign Investment and Foreign Enterprises, any dividends payable by foreign-invested enterprises to non-PRC investors were exempt from any PRC withholding tax. In addition, any interest or dividends payable, or distributions made, by us to holders or beneficial owners of our ADSs or ordinary shares would not have been subject to any PRC tax, provided that such holders or beneficial owners, including individuals and enterprises, were not deemed to be PRC residents under the PRC tax law and had not become subject to PRC tax.

 

Under the EIT Law, which took effect as of January 1, 2008, enterprises established under the laws of non-PRC jurisdictions but whose “de facto management body” is located in China are considered “resident enterprises” for PRC tax purposes. Under the implementation regulations issued by the State Council relating to the new law, “de facto management bodies” are defined as the bodies that have material and overall management control over the business, personnel, accounts and properties of an enterprise. On April 22, 2009, SAT, issued SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. In addition, the SAT issued a bulletin on July 27, 2011 providing more guidance on the implementation of Circular 82 and clarifies matters such as resident status determination. Substantially all of our management are currently based in China, and may remain in China in the future. If we were treated as a “resident enterprise” for PRC tax purposes, we would be subject to PRC income tax on our worldwide income at a uniform tax rate of 25%, but dividends received by us from our PRC subsidiaries may be exempt from the income tax.

 

Under the new law and its implementation regulations, dividends paid to a non-PRC investor are generally subject to a 10% PRC withholding tax, if such dividends are derived from sources within China and the non-PRC investor is considered to be a non-resident enterprise without any establishment or place of business within China or if the dividends paid have no connection with the non-PRC investor’s establishment or place of business within China, unless such tax is eliminated or reduced under an applicable tax treaty. Similarly, any gain realized on the transfer of ADSs or shares by such investor is also subject to a 10% PRC withholding tax if such gain is regarded as income derived from sources within China, unless such tax is eliminated or reduced under an applicable tax treaty. Pursuant to the Double Taxation Arrangement, which became effective on January 1, 2007, dividends from our PRC subsidiaries paid to us through our Hong Kong subsidiary, InsCom HK Limited, in which we indirectly hold a 65.1% equity interest, or CNinsure Holdings, which is 100% owned by our wholly-owned Hong Kong subsidiary, Minkfair, may be subject to a withholding tax at a rate of 5%.

 

If we were considered a PRC “resident enterprise,” it is possible that the dividends we pay with respect to our ADSs or ordinary shares, or the gain you may realize from the transfer of our ADSs or ordinary shares, would be treated as income derived from sources within China and be subject to the 10% PRC withholding tax.

 

-97-
 

United States Federal Income Taxation

 

The following discussion describes material United States federal income tax consequences to a United States Holder (as defined below), under current law, of an investment in our ADSs or ordinary shares. This discussion is based on the federal income tax laws of the United States as of the date of this annual report, including the United States Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury regulations promulgated thereunder, judicial authority, published administrative positions of the United States Internal Revenue Service (“IRS”) and other applicable authorities, all as of the date of this annual report. All of the foregoing authorities are subject to change, which change could apply retroactively and could significantly affect the tax consequences described below. We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in the following discussion and there can be no assurance that the IRS or a court will agree with our statements and conclusions. This summary does not discuss the so-called Medicare tax on net investment income, any United States federal non-income tax laws, including the United States federal estate and gift tax laws, or the laws of any state, local or non-United States jurisdiction.

 

This discussion applies only to a United States Holder (as defined below) that holds ADSs or ordinary shares as capital assets for United States federal income tax purposes (generally, property held for investment). The discussion neither addresses the tax consequences to any particular investor nor describes all of the tax consequences applicable to persons in special tax situations, such as:

 

·banks;

 

·certain financial institutions;

 

·insurance companies;

 

·regulated investment companies;

 

·real estate investment trusts;

 

·brokers or dealers in stocks and securities, or currencies;

 

·persons who use or are required to use a mark-to-market method of accounting;

 

·certain former citizens or residents of the United States subject to Section 877 of the Code;

 

·entities subject to the United States anti-inversion rules;

 

·tax-exempt organizations and entities;

 

·persons subject to the alternative minimum tax provisions of the Code;

 

·persons whose functional currency is other than the United States dollar;

 

·persons holding ADSs or ordinary shares as part of a straddle, hedging, conversion or integrated transaction;

 

·persons holding ADSs or ordinary shares through a bank, financial institution or other entity, or a branch thereof, located, organized or resident outside the United States;

 

·persons that actually or constructively own 10% or more of the total combined voting power of all classes of our voting stock;

 

·persons who acquired ADSs or ordinary shares pursuant to the exercise of an employee stock option or otherwise as compensation;

 

·partnerships or other pass-through entities, or persons holding ADSs or ordinary shares through such entities; or

 

·persons that hold, directly, indirectly or by attribution, ADSs, ordinary shares or other ownership interests in us prior to this offering.

 

-98-
 

If a partnership (including an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our ADSs or ordinary shares, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. A partnership or a partner in a partnership holding our ADSs or ordinary shares should consult its own tax advisors regarding the tax consequences of holding our ADSs or ordinary shares.

 

The following discussion is for informational purposes only and is not a substitute for careful tax planning and advice. Investors should consult their own tax advisors with respect to the application of the United States federal income tax laws to their particular situations, as well as any tax consequences arising under the federal estate or gift tax laws or the laws of any state, local or non-United States taxing jurisdiction and under any applicable tax treaty.

 

For purposes of the discussion below, a “United States Holder” is a beneficial owner of our ADSs or ordinary shares that is, for United States federal income tax purposes:

 

·an individual who is a citizen or resident of the United States;

 

·a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

 

·an estate, the income of which is subject to United States federal income taxation regardless of its source; or

 

·a trust, if (i) a court within the United States is able to exercise primary jurisdiction over its administration and one or more United States persons have the authority to control all of its substantial decisions or (ii) in the case of a trust that was treated as a domestic trust under the law in effect before 1997, a valid election is in place under applicable Treasury regulations to treat such trust as a domestic trust.

 

The discussion below assumes that the representations contained in the deposit agreement and any related agreement are true and that the obligations in such agreements will be complied with in accordance with their terms.

 

ADSs

 

If you own our ADSs, then you should be treated as the owner of the underlying ordinary shares represented by those ADSs for United States federal income tax purposes. Accordingly, deposits or withdrawals of ordinary shares for ADSs should not be subject to United States federal income tax.

 

The United States Treasury Department and the IRS have expressed concerns that United States holders of American depositary shares may be claiming foreign tax credits in situations where an intermediary in the chain of ownership between the holder of an American depositary share and the issuer of the security underlying the American depositary share has taken actions that are inconsistent with the ownership of the underlying security by the person claiming the credit. Such actions (for example, a pre-release of an American depositary share by a depositary) also may be inconsistent with the claiming of the reduced rate of tax applicable to certain dividends received by non-corporate United States holders of American depositary shares, including individual United States holders. Accordingly, the availability of foreign tax credits or the reduced tax rate for dividends received by non-corporate United States Holders, each discussed below, could be affected by actions taken by intermediaries in the chain of ownership between the holder of an ADS and our company.

 

Passive Foreign Investment Company

 

Based on the current and anticipated value of our assets and the composition of our income and assets, we believe we were a passive foreign investment company (“PFIC”) for United States federal income tax purposes for our taxable year ending December 31, 2015. A non-United States corporation such as ourselves will be treated as a PFIC for United States federal income tax purposes for any taxable year if, applying applicable look-through rules, either:

 

·at least 75% of its gross income for such year is passive income; or

 

-99-
 

·at least 50% of the value of its assets (determined based on a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income.

 

For this purpose, passive income generally includes dividends, interest, royalties and rents (other than certain royalties and rents derived in the active conduct of a trade or business and not derived from a related person). We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, more than 25% by value of the stock.

 

The composition of our income and assets will be affected by the market price of our ADSs and how, and how quickly, we use the cash we generate from our operations and raise in any offering. Unless the market price of our ADSs increases or we reduce the amount of cash and other passive assets we hold sufficiently from current levels, we are likely to remain a PFIC for future taxable years. However, PFIC status is based on an annual determination that cannot be made until the close of a taxable year, involves extensive factual investigation, including ascertaining the fair market value of all of our assets on a quarterly basis and the character of each item of income that we earn, and is subject to uncertainty in several respects. Accordingly, we cannot assure you that the IRS will not take a contrary position.

 

If we are a PFIC for any taxable year during which you hold ADSs or ordinary shares (as we believe we were for 2015 and prior years), we will continue to be treated as a PFIC with respect to you for all succeeding years during which you hold ADSs or ordinary shares, unless we cease to be a PFIC and you make a “deemed sale” election with respect to the ADSs or ordinary shares, as applicable. If such election is made, you will be deemed to have sold the ADSs or ordinary shares you hold at their fair market value and any gain from such deemed sale would be subject to the rules described in the following two paragraphs. After the deemed sale election, so long as we do not become a PFIC in a subsequent taxable year, your ADSs or ordinary shares with respect to which such election was made will not be treated as shares in a PFIC and, as a result, you will not be subject to the rules described below with respect to any “excess distribution” you receive from us or any gain from an actual sale or other disposition of the ADSs or ordinary shares. You are strongly urged to consult your tax advisors as to the possibility and consequences of making a deemed sale election if we are and then cease to be a PFIC and such an election becomes available to you.

 

If we are a PFIC for any taxable year during which you hold ADSs or ordinary shares (as we believe we were for 2015 and prior years), then, unless you make a “mark-to-market” election (as discussed below), you generally will be subject to special and adverse tax rules with respect to any “excess distribution” that you receive from us and any gain that you recognize from a sale or other disposition, including a pledge, of the ADSs or ordinary shares. For this purpose, distributions that you receive in a taxable year that are greater than 125% of the average annual distributions that you received during the shorter of the three preceding taxable years or your holding period for the ADSs or ordinary shares will be treated as an excess distribution. Under these rules:

 

·the excess distribution or recognized gain will be allocated ratably over your holding period for the ADSs or ordinary shares;

 

·the amount of the excess distribution or recognized gain allocated to the current taxable year, and to any taxable years in your holding period prior to the first taxable year in which we were treated as a PFIC, will be treated as ordinary income; and

 

·the amount of the excess distribution or recognized gain allocated to each other taxable year will be subject to the highest tax rate in effect for individuals or corporations, as applicable, for each such year and the resulting tax will be subject to the interest charge generally applicable to underpayments of tax.

 

If we are a PFIC for any taxable year during which a United States Holder holds our ADSs or ordinary shares (as we believe we were for 2015 and prior years) and any of our non-United States subsidiaries is also a PFIC, such United States Holder would be treated as owning a proportionate amount (by value) of the shares of each such non-United States subsidiary classified as a PFIC (each such subsidiary, a lower tier PFIC) for purposes of the application of these rules. United States Holders should consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

 

-100-
 

If we are a PFIC for any taxable year during which you hold ADSs or ordinary shares (as we believe we were for 2015 and prior years), then in lieu of being subject to the tax and interest-charge rules discussed above, you may make an election to include gain on our ADSs or ordinary shares as ordinary income under a mark-to-market method. If you make a mark-to-market election for our ADSs or ordinary shares, you will include in income for each year that we are a PFIC an amount equal to the excess, if any, of the fair market value of the ADSs or ordinary shares you hold as of the close of your taxable year over your adjusted basis in such ADSs or ordinary shares. You will be allowed a deduction for the excess, if any, of the adjusted basis of the ADSs or ordinary shares over their fair market value as of the close of the taxable year. However, deductions will be allowable only to the extent of any net mark-to-market gains on the ADSs or ordinary shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as any gain from the actual sale or other disposition of the ADSs or ordinary shares, will be treated as ordinary income. Ordinary loss treatment will apply to the deductible portion of any mark-to-market loss on the ADSs or ordinary shares, as well as to any loss from the actual sale or other disposition of the ADSs or ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such ADSs or ordinary shares. Your basis in the ADSs or ordinary shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, any distributions we make would generally be subject to the tax rules discussed below under “ —Dividends and Other Distributions on the ADSs or Ordinary Shares,” except the lower capital gains rate applicable to qualified dividend income would not apply.

 

The mark-to-market election is available only for “marketable stock.” Marketable stock is stock that is regularly traded on a qualified exchange or other market, as defined in applicable Treasury regulations. Our ADSs, but not our ordinary shares, are listed on the Nasdaq Global Select Market, which is a qualified exchange or other market for these purposes. Consequently, if the ADSs remain listed on the Nasdaq Global Select Market and are regularly traded, and you are a holder of ADSs, we expect that the mark-to-market election will be available to you, but no assurances are given in this regard.

 

Because a mark-to-market election cannot be made for any lower-tier PFICs that we may own, a United States Holder may continue to be subject to the PFIC rules with respect to such United States Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for United States federal income tax purposes.

 

In certain circumstances, a United States Holder of shares in a PFIC may avoid the adverse tax and interest-charge regime described above by making a “qualified electing fund” election to include in income its share of the corporation’s income on a current basis. However, you may make a qualified electing fund election with respect to your ADSs or ordinary shares only if we agree to furnish you annually with a PFIC annual information statement as specified in the applicable Treasury regulations. We do not intend to prepare or provide the information that would enable you to make a qualified electing fund election.

 

A United States Holder that holds our ADSs or ordinary shares in any year in which we are classified as a PFIC (as we believe we were for 2015 and prior years) will be required to file an annual report containing such information as the United States Treasury Department may require. You are strongly urged to consult your own tax advisor regarding the impact of our being a PFIC for 2015 on your investment in our ADSs and ordinary shares, as well as the application of the PFIC rules to your investment in our ADSs or ordinary shares and the availability, application and consequences of the elections discussed above.

 

Dividends and Other Distributions on the ADSs or Ordinary Shares

 

Subject to the passive foreign investment company rules discussed above, the gross amount of any distribution that we make to you with respect to our ADSs or ordinary shares (including any amounts withheld to reflect PRC withholding taxes) will be taxable as a dividend, to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Such income (including any withheld taxes) will be includable in your gross income on the day actually or constructively received by you, if you own the ordinary shares, or by the depositary, if you own ADSs. Because we do not intend to determine our earnings and profits on the basis of United States federal income tax principles, any distribution paid will generally be treated as a “dividend” for United States federal income tax purposes. Such dividends will not be eligible for the dividends-received deduction allowed to qualifying corporations under the Code.

 

Dividends received by a non-corporate United States Holder may qualify for the lower rates of tax applicable to “qualified dividend income,” if the dividends are paid by a “qualified foreign corporation” and other conditions discussed below are met. A non-United States corporation is treated as a qualified foreign corporation (i) with respect to dividends paid by that corporation on shares (or American depositary shares backed by such shares) that are readily tradable on an established securities market in the United States or (ii) if such non-United States corporation is eligible for the benefits of a qualifying income tax treaty with the United States that includes an exchange of information program. However, a non-United States corporation will not be treated as a qualified foreign corporation if it is a passive foreign investment company in the taxable year in which the dividend is paid or the preceding taxable year. We believe that we were a PFIC for our taxable year ended December 31, 2014 and, as discussed above in “— Passive Foreign Investment Company,” for the taxable year ending December 31, 2015.

 

-101-
 

Under a published IRS Notice, common or ordinary shares, or American depositary shares representing such shares, are considered to be readily tradable on an established securities market in the United States if they are listed on the Nasdaq Global Select Market, as are our ADSs (but not our ordinary shares). Based on existing guidance, it is unclear whether the ordinary shares will be considered to be readily tradable on an established securities market in the United States, because only the ADSs, and not the underlying ordinary shares, will be listed on a securities market in the United States We believe, but we cannot assure you, that dividends we pay on the ordinary shares that are represented by ADSs, but not on the ordinary shares that are not so represented, will, subject to applicable limitations, including ineligibility for reduced rates as a result of our being a PFIC, be eligible for the reduced rates of taxation. In addition, if we are treated as a PRC resident enterprise under the PRC tax law (see “Item 10. Additional Information — Taxation — PRC Taxation”), then we may be eligible for the benefits of the income tax treaty between the United States and the PRC. If we are eligible for such benefits, then dividends that we pay on our ordinary shares, regardless of whether such shares are represented by ADSs, would, subject to applicable limitations, including ineligibility for reduced rates as a result of our being a PFIC, be eligible for the reduced rates of taxation.

 

Even if dividends would be treated as paid by a qualified foreign corporation, non-corporate United States Holders will not be eligible for reduced rates of taxation if they do not hold our ADSs or ordinary shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date or if such United States Holders elect to treat the dividend income as "investment income" pursuant to Section 163(d)(4) of the Code. In addition, the rate reduction will not apply to dividends of a qualified foreign corporation if the non-corporate United States Holder receiving the dividend is obligated to make related payments with respect to positions in substantially similar or related property.

 

You should consult your own tax advisors regarding the availability of the lower tax rates applicable to qualified dividend income for any dividends that we pay with respect to the ADSs or ordinary shares.

 

Any PRC withholding taxes imposed on dividends paid to you with respect to ADSs or ordinary shares generally will be treated as foreign taxes eligible for credit against your United States federal income tax liability, subject to the various limitations and disallowance rules that apply to foreign tax credits generally. For purposes of calculating the foreign tax credit, dividends paid to you with respect to the ADSs or ordinary shares will be treated as income from sources outside the United States and generally will constitute passive category income. The rules relating to the determination of the foreign tax credit are complex, and you should consult your tax advisors regarding the availability of a foreign tax credit in your particular circumstances.

 

Disposition of the ADSs or Ordinary Shares

 

You will recognize gain or loss on a sale or exchange of ADSs or ordinary shares in an amount equal to the difference between the amount realized on the sale or exchange and your tax basis in the ADSs or ordinary shares. Subject to the discussion under " — Passive Foreign Investment Company" above, such gain or loss generally will be capital gain or loss. Capital gains of a non-corporate United States Holder, including an individual, that has held the ADS or ordinary share for more than one year are eligible for reduced tax rates. The deductibility of capital losses is subject to limitations.

 

Any gain or loss that you recognize on a disposition of our ADSs or ordinary shares generally will be treated as United States-source income or loss for foreign tax credit limitation purposes. However, where we are treated as a PRC resident enterprise for PRC tax purposes and PRC tax is imposed on gain from the disposition of ADSs or ordinary shares (see “Item 10. Additional Information — Taxation — PRC Taxation”), then a United States Holder that is eligible for the benefits of the income tax treaty between the United States and the PRC may elect to treat the gain as PRC-source income for foreign tax credit purposes. If such an election is made, the gain so treated will be treated as a separate class or “basket” of income for purposes of the foreign tax credit under Section 865(h) of the Code. You should consult your tax advisors regarding the proper treatment of gain or loss, as well as the availability of a foreign tax credit, in your particular circumstances.

 

-102-
 

Information Reporting and Backup Withholding

 

Information reporting to the IRS and backup withholding (currently at a rate of 28%) generally will apply to dividends in respect of our ADSs or ordinary shares, and the proceeds from the sale or exchange of our ADSs or ordinary shares, that are paid to you within the United States (and in certain cases, outside the United States), unless you furnish a correct taxpayer identification number and make any other required certification, generally on IRS Form W-9 or you otherwise establish an exemption from information reporting and backup withholding. Backup withholding is not an additional tax. Amounts withheld as backup withholding generally are allowed as a credit against your United States federal income tax liability, and you may be entitled to obtain a refund of any excess amounts withheld under the backup withholding rules if you file an appropriate claim for refund with the IRS and furnish any required information in a timely manner.

 

United States Holders who are individuals generally will be required to report our name, address and such information relating to an interest in the ADSs or ordinary shares as is necessary to identify the class or issue of which your ADSs or ordinary shares are a part. These requirements are subject to exceptions, including an exception for ADSs or ordinary shares held in accounts maintained by certain financial institutions and an exception applicable if the aggregate value of all “specified foreign financial assets” (as defined in the Code) does not exceed $50,000.

 

United States Holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules.

 

F.Dividends and Paying Agents

 

Not applicable.

 

G.Statement by Experts

 

Not applicable.

 

H.Documents on Display

 

We previously filed with the SEC a registration statement on Form F-1 (File No. 333-146605) and a prospectus under the Securities Act with respect to the ordinary shares represented by the ADSs. We also filed with the SEC a related registration statement on Form F-6 (File Number 333-146765) with respect to the ADSs.

 

We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All documents filed by us with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC also maintains a web site at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.

 

As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

 

We intend to furnish J.P. Morgan, the depositary of our ADSs, with all notices of shareholders’ meeting and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and, upon our written request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’ meeting received by the depositary from us.

 

In accordance with Rule 5250(d) of the Nasdaq Listing Rules, we will post this annual report on Form 20-F on our website at http://ir.cninsure.net/sec.cfm. In addition, we will provide hard copies of our annual report free of charge to shareholders and ADS holders upon request.

 

-103-
 

I.Subsidiary Information

 

For a list of our subsidiaries as of March 31, 2016, see Exhibit 8.1 to this annual report.

 

Item 11.Quantitative and Qualitative Disclosures about Market Risk

 

Interest Rate Risk

 

Our exposure to interest rate risk primarily relates to the interest income generated by bank deposits and short-term, highly-liquid investments with original maturities of 90 days or less. Interest-earning instruments carry a degree of interest rate risk, and our future interest income may be lower than expected. We have not been exposed nor do we anticipate being exposed to material risks due to changes in interest rates. We have not used any derivative financial instruments to manage our interest risk exposure. As of December 31, 2015, we had no short-term or long-term bank borrowings. If we borrow money in future periods, we may be exposed to additional interest rate risk.

 

Foreign Exchange Risk

 

Substantially all of our revenues and expenses are denominated in RMB. Our exposure to foreign exchange risk primarily relates to a small amount of cash and cash equivalent denominated in U.S. dollars resulting from the remaining proceeds from our follow-on offering completed in July 2010. We have not hedged exposures denominated in foreign currencies using any derivative financial instruments. Although in general, our exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the foreign exchange rate between U.S. dollars and RMB because the value of our business is effectively denominated in RMB, while the ADSs will be traded in U.S. dollars.

 

The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in China’s political and economic conditions. The conversion of RMB into foreign currencies, including U.S. dollars, has been based on rates set by the PBOC. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar. Under such policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. Removal of the U.S. dollar peg has resulted in an approximately more than 25.0% appreciation of the RMB against the U.S. dollar over the following eight years. In April 2012, the trading band has been widened to 1%, and in March 2014 it was further widened to 2%, which allows the Renminbi to fluctuate against the U.S. dollar by up to 2% above or below the central parity rate published by the PBOC. In August 2015, the PBOC changed the way it calculates the mid-point price of Renminbi against U.S. dollar, requiring the market-makers who submit for the PBOC’s reference rates to consider the previous day’s closing spot rate, foreign-exchange demand and supply as well as changes in major currency rates. This change, and other changes such as widening the trading band that may be implemented, may increase volatility in the value of the Renminbi against foreign currencies. The PRC government may from time to time make further adjustments to the exchange rate system in the future. To the extent that we need to convert our U.S. dollar or other currencies-denominated assets into RMB for our operations, appreciation of the RMB against the U.S. dollar or other currencies would have an adverse effect on the RMB amount we receive from the conversion. We had U.S. dollar-denominated financial assets amounting to US$2.6 million and HK dollar-denominated financial assets amounting to HK$1.1 million as of December 31, 2015. A 10% appreciation of the RMB against the U.S. dollar and HK dollar would have resulted in a decrease of RMB1.8 million (US$0.3 million) in the value of our U.S. dollar-denominated and HK dollar-denominated financial assets. Conversely, if we decide to convert our RMB denominated cash amounts into U.S. dollars amounts or other currencies amounts for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar or other currencies against the RMB would have a negative effect on the U.S. dollar or other currencies amount available to us.

 

Item 12. Description of Securities Other than Equity Securities

 

A.Debt Securities

 

Not applicable.

 

B.Warrants and Rights

 

Not applicable.

 

-104-
 

C.Other Securities

 

Not applicable.

 

D.American Depositary Shares

 

Fees Payable by ADS Holders

 

We have appointed J.P. Morgan as our depositary. A copy of our Form of Deposit Agreement with J.P. Morgan was filed with the SEC as an exhibit to our Form F-6 registration statement initially filed on October 17, 2007, or the Deposit Agreement. Pursuant to the Deposit Agreement, holders of our ADSs may have to pay to J.P. Morgan, either directly or indirectly, fees or charges up to the amounts set forth in the table below.

 

Category

Depositary Actions

Associated Fees

(a)   Depositing or substituting the underlying shares

Each person to whom ADRs are issued against deposits of shares, including deposits and issuances in respect of:

 

• Share distributions, stock split, rights, merger 

• Exchange of securities or any other transaction or event or other distribution affecting the ADSs or the Deposited Securities

 

US$5.00 for each 100 ADSs (or portion thereof) evidenced by the new ADRs delivered
(b)   Receiving or distributing dividends

Distribution of dividends

 

 

US$0.02 or less per ADS
(c)   Selling or exercising rights

Distribution or sale of securities, the fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities

 

US$5.00 for each 100 ADSs (or portion thereof)
(d)   Withdrawing an underlying security Acceptance of ADRs surrendered for withdrawal of deposited securities US$5.00 for each 100 ADSs (or portion thereof) evidenced by the ADRs surrendered
(e)   Transferring, splitting or grouping receipts Transfers, combining or grouping of depositary receipts US$1.50 per ADS
(f)   General depositary services, particularly those charged on an annual basis.

• Other services performed by the depositary in administering the ADRs 

• Provide information about the depositary’s right, if any, to collect fees and charges by offsetting them against dividends received and deposited securities

US$0.02 per ADS (or portion thereof) not more than once each calendar year and payable at the sole discretion of the depositary by billing Holders or by deducting such charge from one or more cash dividends or other cash distributions
(g)   Expenses of the depositary

Expenses incurred on behalf of Holders in connection with

 

• Compliance with foreign exchange control regulations or any law or regulation relating to foreign investment 

• The depositary's or its custodian's compliance with applicable law, rule or regulation

• Stock transfer or other taxes and other governmental charges

• Cable, telex, facsimile transmission/delivery

• Expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such foreign currency)

• Any other charge payable by depositary or its agents

 

Expenses payable at the sole discretion of the depositary by billing Holders or by deducting charges from one or more cash dividends or other cash distributions

 

-105-
 

Payment from the Depositary

 

Direct Payments

 

J.P. Morgan, as depositary, has agreed to reimburse certain reasonable company expenses related to our ADR program and incurred by us in connection with the program. For the years ended December 31, 2014 and 2015, the depositary reimbursed US$0.1 million and US$0.1 million, respectively. For the year ended December 31, 2014 and 2015, the depositary reimbursement has been deducted US$0.1 million and US$0.1 million withholding income tax, respectively. The amounts the depositary reimbursed are not perforce related to the fees collected by the depositary from ADR holders. The table below sets forth the types of expenses that J.P. Morgan has agreed to reimburse and the amounts reimbursed for the year ended December 31, 2014 and 2015.

 

   For the Year Ended December 31,
   2014  2015
   (in thousands of US$)
Investor relations(1)        
Directors and officers liability insurance   140    105.8 
Legal fees incurred in connection with preparation of Form 20-F and ongoing SEC compliance and listing requirements
        
Listing fees        
Others        
    140    105.8 

_______________________

 

(1)Includes expenses in relation with roadshows, press release distribution, maintenance of investor relations website and printing.

 

PART II

 

Item 13. Defaults, Dividend Arrearages and Delinquencies

 

None.

 

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

 

A. – D.Material Modifications to the Rights of Security Holders

 

None.

 

E.Use of Proceeds

 

On July 14, 2010, we completed a follow-on public offering of 4,600,000 ADSs, each representing 20 ordinary shares. The ordinary shares underlying the ADSs offered and sold were registered pursuant to our automatic shelf registration statement on Form F-3 (File No. 333-168009) filed with the SEC on July 7, 2010. Morgan Stanley and BofA Merrill Lynch acted as joint bookrunners of this offering. We received net proceeds of approximately US$109.7 million. As of December 31, 2015, we used the net proceeds as follows:

 

·approximately US$37.1 million to fund development of our online and mobile platforms including CNpad, Baoxian.com, eHuzhu, and Chetong.net, an online platform previously operated by us;

 

·approximately US$79.5 million to fund acquisitions; and

 

None of the net proceeds from the follow-on offering were paid directly or indirectly to directors or officers of our company or their associates, persons owning 10% or more of our equity securities or our affiliates.

 

-106-
 

 

Item 15.Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act.

 

Based upon that evaluation, our chief executive officer and chief financial officer have concluded that, as of December 31, 2015, our disclosure controls and procedures were effective in ensuring that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act was recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such item is defined in Rules 13a-15(f) under the Exchange Act, for our company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with U.S. GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a company’s assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that a company’s receipts and expenditures are being made only in accordance with authorizations of a company’s management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a company’s assets that could have a material effect on the consolidated financial statements.

 

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

As required by Section 404 of the Sarbanes-Oxley Act and related rules as promulgated by the SEC, our management assessed the effectiveness of the internal control over financial reporting as of December 31, 2015 using criteria established in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2015, based on the criteria established in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

Report of the Independent Registered Public Accounting Firm

 

To the Board of Directors and Shareholders of CNinsure Inc.:

 

We have audited the internal control over financial reporting of CNinsure Inc., its subsidiaries and variable interest entities (collectively, the “Group”) as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Group’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Group’s internal control over financial reporting based on our audit.

 

-107-
 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control - Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2015 of the Group, and our report dated April 21, 2016 expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.

 

/s/Deloitte Touche Tohmatsu

Certified Public Accountants

 

Hong Kong

April 21, 2016

 

Changes in Internal Control over Financial Reporting

 

Management has evaluated, with the participation of our chief executive officer and chief financial officer, whether any changes in our internal control over financial reporting that occurred during our last fiscal year have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Based on the evaluation we conducted, management has concluded that no such changes occurred during the period covered by this annual report on Form 20-F.

 

Item 16A. Audit Committee Financial Expert

 

Our board of directors has determined that Allen Lueth, an independent director (under the standards set forth in Rule 5605 of the Nasdaq Listing Rules and Rule 10A-3 under the Exchange Act) and member of our audit committee, is an audit committee financial expert.

 

-108-
 

 

Item 16B. Code of Ethics

 

Our board of directors adopted a code of business conduct and ethics that applies to our directors, officers and employees. We have posted a copy of our code of business conduct and ethics on our investor relations website at http://ir.cninsure.net/governance.cfm.

 

Item 16C. Principal Accountant Fees and Services

 

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Deloitte Touche Tohmatsu Certified Public Accountants, our independent registered public accounting firm, for the periods indicated.

 

   For the Year Ended December 31,
   2014  2015
   (in thousands of US$)
Audit fees(1)   1,475.0    1,418.0 
Audit-related fees(2)       204.0 
Tax fees(3)        

_______________________

 

(1)“Audit fees” meant the aggregate fees billed and expected to be billed in each of the fiscal years listed for professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements and review of quarterly financial statements included in our reports on Form 6-K, services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.

 

(2)“Audit-related fees” meant the aggregate fees billed in each of the fiscal years listed for assurance and related services by our independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”

 

(3)“Tax fees” meant the aggregate fees billed in each of the fiscal years listed for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and tax planning.

 

The policy of our audit committee is to pre-approve all audit and non-audit services provided by our independent registered public accounting firm, including audit services, audit-related services, tax services and other services as described above, other than those for de minimis services which are approved by the Audit Committee prior to the completion of the audit.

 

Item 16D. Exemptions from the Listing Standards for Audit Committees

 

Not applicable.

 

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

In June 2015, we were authorized by our board of directors to repurchase our ADSs through open-market transactions. The following table sets forth the number of ADSs we purchased, as well as the average repurchase price paid for the repurchases.

 

Issuer Purchases of Equity Securities
Period  Total Number of
ADSs Purchased
  Average Price
Paid per ADS
  Total Number of
ADSs Purchased
as Part of
Publicly
Announced
Programs
  Approximate
Dollar Value of
Shares that May
Yet be Purchased
Under the
Program
June 26 to June 30, 2015   113,055    US$8.94    N/A    N/A 

 

Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

 

-109-
 

 

Item 16G. Corporate Governance

NASDAQ Stock Market Rule 5620(a) requires each issuer to hold an annual meeting of shareholders no later than one year after the end of the issuer’s fiscal year-end. However, NASDAQ Stock Market Rule 5615(a)(3) permits foreign private issuers like us to follow “home country practice” in certain corporate governance matters. Maples and Calder, our Cayman Islands counsel, has provided a letter to the NASDAQ Stock Market certifying that under Cayman Islands law, we are not required to hold annual shareholder meetings every year. We follow home country practice with respect to annual meetings and did not hold an annual meeting of shareholders in 2009, 2010, 2011, 2012, 2013, 2014 and 2015. We may, however, hold annual shareholder meetings in the future if there are significant issues that require shareholders’ approvals.

 

We obtained approvals from the board of directors on November 27, 2014 and December 12, 2014 to issue up to 150,000,000 ordinary shares of the Company (the “Shares”) to our employees, excluding directors and officers. The purchase prices for the Shares are based on the average closing prices for the then 20 trading days prior to the board approvals. See “Item 7. Major Shareholders and Related Party Transactions — B. Related Party Transactions — Shares Sold to Employee Companies and Subscription Receivables from Employee Companies.”

 

Pursuant to the NASDAQ Stock Market Rule 5635(c), shareholder approval is required prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, except for a few situations stated thereunder. Maples and Calder, our Cayman Island counsel, has provided a letter to the NASDAQ Stock Market certifying that under Cayman Islands law, we are not required to obtain shareholder approval in respect of the issuance of securities in the circumstances set out in NASDAQ Stock Market Rule 5635(c). We follow home country practice accordingly.

 

Other than the annual meeting and share purchase plan to employees practices described above, there are no significant differences between our corporate governance practices and those followed by U.S. domestic companies under NASDAQ Stock Market Rules.

 

Item 16H. Mine Safety Disclosure

Not applicable

 

PART III

 

Item 17. Financial Statements

 

We have elected to provide financial statements pursuant to Item 18.

 

Item 18. Financial Statements

The consolidated financial statements of CNinsure Inc. and its subsidiaries are included at the end of this annual report.

 

-110-
 

 

Item 19. Exhibits

 

Exhibit Number

 

Description of Document

1.1   Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.2 of our F-1 registration statement (File No. 333-146605), as amended, initially filed with the Commission on October 10, 2007)
1.2   Amendments to the Articles of Association adopted by the shareholders of the Registrant on December 18, 2008 (incorporated by reference to Exhibit 99.2 of our report on Form 6-K furnished to the Commission on December 22, 2008)
2.1   Registrant’s Specimen American Depositary Receipt (incorporated by reference to Exhibit 4.1 of our F-1 registration statement (File No. 333-146605), as amended, initially filed with the Commission on October 10, 2007)
2.2   Registrant’s Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.2 of our F-1 registration statement (File No. 333-146605), as amended, initially filed with the Commission on October 10, 2007)
2.3   Form of Deposit Agreement among the Registrant, the depositary and holder of the American Depositary Receipts (incorporated by reference to Exhibit 4.3 of our F-1 registration statement (File No. 333-146605), as amended, initially filed with the Commission on October 10, 2007
4.1   2007 Share Incentive Plan (as amended and restated effective December 18, 2008) (incorporated by reference to Exhibit 99.3 of our report on Form 6-K furnished to the Commission on December 22, 2008)
4.2   Form of Indemnification Agreement with the Registrant’s directors and officers (incorporated by reference to Exhibit 10.3 of our F-1 registration statement (File No. 333-146605), as amended, initially filed with the Commission on October 10, 2007)
4.3   Form of Director Agreement with Independent Directors of the Registrant (incorporated by reference to Exhibit 10.4 of our F-1 registration statement (File No. 333-146605), as amended, initially filed with the Commission on October 10, 2007)
4.4   Form of Employment Agreement between the Registrant and an Executive Officer of the Registrant (incorporated by reference to Exhibit 4.4 of our annual report on Form 20-F filed with the Commission on May 15, 2009)
4.5   English translation of Form of Employment Agreement between an acquired company and its founder (incorporated by reference to Exhibit 10.13 of our F-1 registration statement (File No. 333-146605), as amended, initially filed with the Commission on October 10, 2007)
4.6   English translation of Form of Loan Agreement between Bao Si Kang Information Technology (Shenzhen) Co., Ltd. and each shareholder of Shenzhen Xinbao Investment Management Co., Ltd. (incorporated by reference to Exhibit 4.11 of our annual report on Form 20-F filed with the Commission on April 23, 2015)
4.7   English translation of Form of Equity Pledge Agreement between Bao Si Kang Information Technology (Shenzhen) Co., Ltd., each shareholder of Shenzhen Xinbao Investment Management Co., Ltd. and Shenzhen Xinbao Investment Management Co., Ltd. (incorporated by reference to Exhibit 4.12 of our annual report on Form 20-F filed with the Commission on April 23, 2015)
4.8   English translation of Form of Power of Attorney issued by each shareholder of Shenzhen Xinbao Investment Management Co., Ltd. (incorporated by reference to Exhibit 4.13 of our annual report on Form 20-F filed with the Commission on April 23, 2015)
     
 
-111-
 

Exhibit Number

 

Description of Document

4.9   English translation of Form of Exclusive Purchase Option Agreement among Bao Si Kang Information Technology (Shenzhen) Co., Ltd., each shareholder of Shenzhen Xinbao Investment Management Co., Ltd. and Shenzhen Xinbao Investment Management Co., Ltd. (incorporated by reference to Exhibit 4.14 of our annual report on Form 20-F filed with the Commission on April 23, 2015)
4.10   English translation of Technology Service Agreement dated January 1, 2014 between Ying Si Kang Information Technology (Shenzhen) Co., Ltd. and CNinsure Century Insurance Sales & Service Co., Ltd., Chongqing Branch (incorporated by reference to Exhibit 4.19 of our annual report on Form 20-F filed with the Commission on April 23, 2015)
4.11   Share Purchase Agreement dated November 27, 2014, between Rosyedge Limited and CNinsure Inc. (incorporated by reference to Exhibit 4.24 of our annual report on Form 20-F filed with the Commission on April 23, 2015)
4.12   Share Purchase Agreement dated November 27, 2014, between Ojeda Limited and CNinsure Inc. (incorporated by reference to Exhibit 4.25 of our annual report on Form 20-F filed with the Commission on April 23, 2015)
4.13   Share Purchase Agreement dated December 12, 2014, between Colour Step Limited and CNinsure Inc. (incorporated by reference to Exhibit 4.26 of our annual report on Form 20-F filed with the Commission on April 23, 2015)
4.14  

Loan Agreement between the Company and Rosyedge Limited, Ojeda Limited and Colour Step Limited dated December 17, 2015 regarding the Share Purchase Agreements in November 27, 2014 and December 12, 2014. (incorporated by reference to Exhibit 4.27 of our annual report on Form 20-F filed with the Commission on April 23, 2015)

 

4.15*  

English translation of Form of IT platform service agreement made with Ying Si Kang Information.

 

8.1*   Subsidiaries and Affiliated Entities of the Registrant
11.1   Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 of our F-1 registration statement (File No. 333-146605), as amended, initially filed with the Commission on October 10, 2007)
12.1*   CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2*   CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1**   CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2**   CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1*   Consent of Maples and Calder
15.2*   Consent of Global Law Office
15.3*   Consent of Deloitte Touche Tohmatsu Certified Public Accountants
     
-112-
 

Exhibit Number

 

Description of Document

101*  

Financial information from Registrant for the year ended December 31, 2015 formatted in eXtensible Business Reporting Language (XBRL):

 

(i) Consolidated Balance Sheets as of December 31, 2014 and 2015; (ii) Consolidated Statements of Income and Comprehensive Income (Loss) for the Years Ended December 31, 2013, 2014 and 2015; (iii) Consolidated Statements of Shareholder’s Equity for the Years Ended December 31, 2013, 2014 and 2015; (iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2014 and 2015; (v) Notes to Consolidated Financial Statements; and (vi) Schedule 1 — Condensed Financial Statements of CNinsure Inc.

 

 

_______________________

 

*Filed with this Annual Report on Form 20-F.
**Furnished with this Annual Report on Form 20-F.

 

 

 

 

 

-113-
 

SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

    CNINSURE INC.
     
    By: /s/ Chunlin Wang
      Name: Chunlin Wang
      Title: Chief Executive Officer
Date: April 21, 2016    
     

 

 

 

 

 

 

 

 

CNINSURE INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Report of Independent Registered Public Accounting Firm F-2
   
Consolidated Balance Sheets as of December 31, 2014 and 2015 F-3
   
Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2013, 2014 and 2015 F-6
   
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2013, 2014 and 2015 F-8
   
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2014 and 2015 F-10
   
Notes to the Consolidated Financial Statements F-12
   
Schedule 1—Condensed Financial Statements of CNinsure Inc. F-56

 

F-1
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of CNinsure Inc.:

We have audited the accompanying consolidated balance sheets of CNinsure Inc. (the "Company"), its subsidiaries and variable interest entities (the "Group") as of December 31, 2014 and 2015, and the related consolidated statements of income and comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2015. Our audits also include the financial statement schedule included in schedule 1. These consolidated financial statements and the financial statement schedule are the responsibilities of the Group’s management. Our responsibility is to express an opinion on the consolidated financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of CNinsure Inc., its subsidiaries and variable interest entities as of December 31, 2014 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Group's internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 21, 2016 expressed an unqualified opinion on the Group’s internal control over financial reporting.

Our audits also comprehended the translation of Renminbi amounts into United States dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 2. Such United States dollar amounts are presented solely for the convenience of readers in the United States of America.

/s/ Deloitte Touche Tohmatsu
Certified Public Accountants
Hong Kong
April 21, 2016

 

F-2
 

CNINSURE INC.

Consolidated Balance Sheets
(In thousands, except for shares and per share data)

   As of December 31,
   2014  2015  2015
   RMB  RMB  US$
ASSETS:               
Current assets:               
Cash and cash equivalents   2,103,068    1,115,266    172,167 
Restricted cash   7,478    17,585    2,715 
Short term investments   688,900    2,026,256    312,800 
Accounts receivable, net of allowance for doubtful accounts of RMB16,587 and RMB13,246 (US$2,045) as of December 31, 2014 and 2015, respectively (Note 2(e))   186,150    241,264    37,245 
Insurance premium receivables   472    1,526    236 
Other receivables (Note 4)   88,149    51,828    8,001 
Amounts due from related parties (Note 15)   209,601    36,508    5,636 
Other current assets   17,908    22,828    3,524 
Total current assets   3,301,726    3,513,061    542,324 
                
Non-current assets:               
Property, plant, and equipment, net (Note 5)   47,171    34,145    5,271 
Goodwill, net (Note 6)   133,474    133,474    20,605 
Intangible assets, net (Note 2(g))   31,598    19,708    3,042 
Deferred tax assets (Note 11)   2,638    1,658    256 
Investment in affiliates (Note 7)   219,703    284,194    43,872 
Other non-current assets   12,176    28,188    4,351 
Total non-current assets   446,760    501,367    77,397 
Total assets   3,748,486    4,014,428    619,721 

 

The accompanying notes are an integral part of the consolidated financial statements.

F-3
 

CNINSURE INC.

Consolidated Balance Sheets—(Continued)
(In thousands, except for shares and per share data)

   As of December 31,
   2014  2015  2015
   RMB  RMB  US$
LIABILITIES AND EQUITY:               
Current liabilities:               
Accounts payable (including accounts payable of the consolidated variable interest entities ("VIEs") without recourse to CNinsure Inc. of RMB4,453 and RMB4,141 (US$639) as of December 31, 2014 and 2015, respectively)   128,765    160,891    24,837 
Insurance premium payables (including insurance premium payables of the consolidated VIEs without recourse to CNinsure Inc. of RMB268 and RMB1,680 (US$259) as of December 31, 2014 and 2015, respectively)   2,942    5,187    801 
Other payables and accrued expenses (including other payables and accrued expenses of the consolidated VIEs without recourse to CNinsure Inc. of RMB7,099 and RMB5,720 (US$883) as of December 31, 2014 and 2015, respectively) (Note 9)   109,412    213,562    32,968 
Accrued payroll (including accrued payroll of the consolidated VIEs without recourse to CNinsure Inc. of RMB1,083 and RMB1,625 (US$251) as of December 31, 2014 and 2015, respectively )   40,096    48,150    7,433 
Income taxes payable (including income taxes payable of the consolidated VIEs without recourse to CNinsure Inc. of RMB2,571 and RMB1,152 (US$178) as of December 31, 2014 and 2015, respectively)   54,225    60,658    9,364 
Total current liabilities   335,440    488,448    75,403 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

F-4
 

CNINSURE INC.   Consolidated Balance Sheets—(Continued)

(In thousands, except for shares and per share data)

 

   As of December 31,
   2014  2015  2015
   RMB  RMB  US$
Non-current liabilities:               
Other tax liabilities (Note 11)   53,855    70,354    10,861 
Deferred tax liabilities (Note 11)   24,931    22,057    3,405 
Total non-current liabilities   78,786    92,411    14,266 
Total liabilities   414,226    580,859    89,669 
                
Commitments and contingencies (Note 16)
               
                
Ordinary shares (Authorized shares:10,000,000,000 at US$0.001 each; issued and outstanding shares: 1,150,565,906 and 1,155,059,526 as of December 31, 2014 and 2015, respectively) (Note 12)   8,563    8,592    1,326 
Additional paid-in capital   2,601,401    2,454,244    378,870 
Statutory reserves   198,422    302,115    46,639 
Retained earnings   764,963    871,356    134,514 
Accumulated other comprehensive loss   (105,106)   (50,048)   (7,726)
Subscription receivables (Note 2(m))   (257,491)   (268,829)   (41,500)
Total shareholders’ equity   3,210,752    3,317,430    512,123 
Noncontrolling interests   123,508    116,139    17,929 
Total equity   3,334,260    3,433,569    530,052 
Total liabilities and equity   3,748,486    4,014,428    619,721 

 

The accompanying notes are an integral part of the consolidated financial statements.

F-5
 

CNINSURE INC.
Consolidated Statements of Income and Comprehensive Income
(In thousands, except for shares and per share data)

   Year Ended December 31,
   2013  2014  2015  2015
   RMB  RMB  RMB  US$
Net revenues:                    
Agency   1,418,512    1,624,410    2,155,264    332,716 
Brokerage   63,418    232,620    369,198    56,994 
Claims adjusting   261,206    292,981    303,846    46,906 
Other service   13,888             
Total net revenues   1,757,024    2,150,011    2,828,308    436,616 
Operating costs and expenses:                    
Agency   (1,094,843)   (1,261,888)   (1,675,261)   (258,616)
Brokerage   (47,351)   (185,593)   (293,875)   (45,366)
Claims adjusting   (142,245)   (167,676)   (181,370)   (27,999)
Other services   (8,933)            
Total Operating costs   (1,293,372)   (1,615,157)   (2,150,506)   (331,981)
Selling expenses   (96,461)   (107,263)   (143,279)   (22,118)
General and administrative expenses*   (349,205)   (396,692)   (456,001)   (70,394)
Total operating costs and expenses   (1,739,038)   (2,119,112)   (2,749,786)   (424,493)
Income from operations   17,986    30,899    78,522    12,123 
Other income, net:                    
Investment income   8,886    44,240    65,624    10,131 
Interest income   84,250    82,251    57,234    8,835 
Other, net   (4,601)   2,330    13,042    2,013 
Income from operations before income taxes and income of affiliates   106,521    159,720    214,422    33,102 
Income tax expense   (27,158)   (24,289)   (25,865)   (3,993)
Share of income of affiliates   20,621    30,649    26,924    4,156 
Net income   99,984    166,080    215,481    33,265 
Less: Net income attributable to the noncontrolling interests   4,341    4,320    5,395    833 
Net income attributable to the Company's shareholders   95,643    161,760    210,086    32,432 

 

* Including share-based compensation expenses of RMB45,317, RMB23,598 and RMB17,653 (US$2,725), for the years ended December 31, 2013, 2014 and 2015, respectively.

 

The accompanying notes are an integral part of the consolidated financial statements.

F-6
 

CNINSURE INC.
Consolidated Statements of Income and Comprehensive Income - Continued
(In thousands, except for shares and per share data)

 

   Year Ended December 31,
   2013  2014  2015  2015
   RMB  RMB  RMB  US$
Net income per share:                    
Basic   0.10    0.16    0.18    0.03 
Diluted   0.10    0.16    0.17    0.03 
                     
Net income per American Depositary Shares ("ADS"):                    
Basic   1.92    3.22    3.65    0.56 
Diluted   1.91    3.19    3.49    0.54 
                     
Shares used in calculating net income per share:                    
Basic   998,861,526    1,005,842,212    1,151,705,374    1,151,705,374 
Diluted   1,000,570,018    1,012,591,387    1,203,323,521    1,203,323,521 
                     
Net income   99,984    166,080    215,481    33,265 
Other comprehensive (loss) income, net of tax:                    
Foreign currency translation adjustments   (6,982)   6,008    6,153    949 
Share of other comprehensive income of affiliates, net of tax           37,567    5,799 
Comprehensive income   93,002    172,088    259,201    40,013 
Less: Comprehensive income attributable to the noncontrolling interests   4,341    4,320    5,395    833 
Comprehensive income attributable to the CNinsure Inc’s shareholders   88,661    167,768    253,806    39,180 

 

The accompanying notes are an integral part of the consolidated financial statements.

F-7
 

CNINSURE INC.

Consolidated Statements of Shareholders' Equity
(In thousands, except for shares and per share data)

 

   Share Capital  Additional        Accumulated
Other
         
   Number of
Share
  Amounts  Paid-in
Capital
  Statutory
Reserves
  Retained
Earnings
  Comprehensive
Loss
  Subscription
Receivables
  Noncontrolling
Interests
  Total
      RMB  RMB  RMB  RMB  RMB  RMB  RMB  RMB
Balance as January 1, 2013   998,861,526    7,624    2,284,906    178,440    527,542    (104,132)       113,527    3,007,907 
Net income                   95,643            4,341    99,984 
Foreign currency translation                       (6,982)           (6,982)
Share-based compensation           45,317                        45,317 
Provision for statutory reserves               4,300    (4,300)                
Capital injection by noncontrolling interest                               3,350    3,350 
Disposal of subsidiaries           (261)                   (2,553)   (2,814)
Balance as of December 31, 2013   998,861,526    7,624    2,329,962    182,740    618,885    (111,114)       118,665    3,146,762 
Net income                   161,760            4,320    166,080 
Issue new shares to employees   150,000,000    928    256,563                  (257,491)        
Foreign currency translation                       6,008            6,008 
Exercise of share options   1,704,380    11    3,172                        3,183 
Share-based compensation           23,598                        23,598 
Provision for statutory reserves               15,682    (15,682)                
Acquisition of additional shares in subsidiaries           (11,894)                   523    (11,371)
Balance as of December 31, 2014   1,150,565,906    8,563    2,601,401    198,422    764,963    (105,106)   (257,491)   123,508    3,334,260 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

F-8
 

CNINSURE INC.

Consolidated Statements of Shareholders' Equity — (Continued)
(In thousands, except for shares and per share data)

   Share Capital     Treasury Stock        Accumulated         
   Number of Share  Amounts  Additional
Paid-in
Capital
  Number of
Share
  Amount  Statutory
Reserves
  Retained
Earnings
  Other
Comprehensive
loss
  Subscription
Receivables
  Noncontrolling
Interests
  Total
      RMB  RMB     RMB  RMB  RMB  RMB  RMB  RMB  RMB
Net income                           210,086            5,395    215,481 
Foreign currency translation                               17,491    (11,338)       6,153 
Repurchase of ordinary shares               (2,261,100)   (6,276)                       (6,276)
Exercise of share options   4,493,620    29    (4,787)   2,261,100    6,276                        1,518 
Share-based compensation           17,653                                17,653 
Provision for statutory reserves                       104,414    (104,414)                
Acquisition of additional shares in subsidiaries           (160,023)                           (27,787)   (187,810)
Disposal of a subsidiary                       (721)   721              473    473 
Dividends distributed to noncontrolling interest                                       (2,450)   (2,450)
Capital injection by noncontrolling interests                                       17,000    17,000 
Share of other comprehensive income of affiliates                               37,567            37,567 
Balance as of December 31, 2015   1,155,059,526    8,592    2,454,244            302,115    871,356    (50,048)   (268,829)   116,139    3,433,569 
Balance as of December 31, 2015 in US$        1,326    378,870             46,639    134,514    (7,726)   (41,500)   17,929    530,052 

 

The accompanying notes are an integral part of the consolidated financial statements.

F-9
 

CNINSURE INC.

Consolidated Statements of Cash Flows
(In thousands)

   Year Ended December 31,
   2013  2014  2015  2015
   RMB  RMB  RMB  US$
OPERATING ACTIVITIES                    
Net income   99,984    166,080    215,481    33,265 
Adjustments to reconcile net income to net cash generated from operating activities:                    
Depreciation   31,253    28,235    18,383    2,838 
Amortization of acquired intangible assets   13,665    16,826    11,571    1,786 
Allowance for doubtful receivables   5,303    6,060    7,597    1,173 
Compensation expenses associated with stock options   45,317    23,598    17,653    2,725 
Loss (gain) on disposal of property, plant and equipment   (17)   292    (126)   (20)
Investment income   (2,700)   (15,419)   (31,092)   (4,800)
Write down of dividend receivables   7,561             
Share of income of affiliates   (20,621)   (30,649)   (26,924)   (4,156)
Deferred taxes   (3,404)   (1,318)   (1,067)   (165)
Changes in operating assets and liabilities:                    
Accounts receivable   (12,496)   16,036    (61,356)   (9,472)
Insurance premium receivables   (47)   (225)   (1,054)   (163)
Other receivables   16,710    14,700    7,222    1,115 
Amounts due from related parties   4,500    (2,513)   (8,088)   (1,249)
Other current assets   (3,886)   2,900    (4,920)   (759)
Other non-current assets   1,400             
Accounts payable   (5,643)   27,453    33,026    5,098 
Insurance premium payables   1,124    (1,116)   2,244    347 
Other payables and accrued expenses   7,215    3,911    71,506    11,039 
Accrued payroll   (2,412)   638    9,143    1,412 
Income taxes payable   (9)   (1,768)   6,433    993 
Other tax liabilities   3,148    7,928    15,672    2,419 
Net cash generated from operating activities   185,945    261,649    281,304    43,426 
Cash flows from investing activities:                    
Purchase of short term investments   (283,900)   (546,600)   (2,308,956)   (356,441)
Proceeds from disposal of short term investments   32,291    118,208    994,839    153,577 
Purchase of property, plant and equipment   (36,181)   (6,209)   (6,663)   (1,029)
Purchase of intangible asset       (118)        
Proceeds from disposal of property and equipment   249    614    539    83 
Acquisition of subsidiaries, net of cash acquired of nil, RMB1,291 and nil in 2013, 2014 and 2015, respectively       (62,709)        

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

F-10
 

CNINSURE INC.

Consolidated Statements of Cash Flows—(Continued)
(In thousands)

 

   Year Ended December 31,
   2013  2014  2015  2015
   RMB  RMB  RMB  US$
Disposal of subsidiaries, net of cash disposed of RMB2,656, nil and RMB4,544 (US$701) in 2013, 2014 and 2015, respectively   (1,532)       15,476    2,389 
(Increase) decrease in restricted cash   (229)   3,622    (10,107)   (1,560)
(Increase) decrease in other receivables   (67,706)   113,632    16,120    2,489 
Addition in investment in non-current assets       (7,019)   (13,980)   (2,158)
Return of investment in non-current assets       3,900         
(Increase) decrease in amounts due from related parties   (62,300)   (62,716)   181,181    27,969 
Net cash used in investing activities   (419,308)   (445,395)   (1,131,551)   (174,681)
Cash flows from financing activities:                    
Acquisition of additional interests in subsidiaries       (11,000)   (153,500)   (23,696)
Capital injection by noncontrolling interests   3,350        17,000    2,624 
Dividend distributed to noncontrolling interest           (2,450)   (378)
Proceeds on exercise of stock options       3,183    1,518    234 
Repurchase of ordinary shares           (6,276)   (969)
Net cash generated from (used in) financing activities   3,350    (7,817)   (143,708)   (22,185)
Net decrease in cash and cash equivalents   (230,013)   (191,563)   (993,955)   (153,440)
Cash and cash equivalents at beginning of year   2,525,618    2,288,623    2,103,068    324,658 
Effect of exchange rate changes on cash and cash equivalents   (6,982)   6,008    6,153    949 
Cash and cash equivalents at end of year   2,288,623    2,103,068    1,115,266    172,167 
Supplemental disclosure of cash flow information:                    
Interest paid                
Income taxes paid   27,153    19,135    4,383    677 

 

 

Supplemental disclosure of non-cash transactions is set out in note 18.

The accompanying notes are an integral part of the consolidated financial statements.

 

F-11
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

 

(1)Organization and Description of Business

CNinsure Inc. (the "Company") was incorporated in the Cayman Islands on April 10, 2007. The Company, its subsidiaries and variable interest entities (the "VIEs") are collectively referred to as the "Group". The Group is principally engaged in the provision of insurance brokerage and agency services, and insurance claims adjusting services in the People’s Republic of China (the "PRC").

(2)Summary of Significant Accounting Policies
(a)Basis of Presentation and Consolidation

The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). The consolidated financial statements include the financial statements of the Company, all its majority-owned subsidiaries and those VIEs of which the Company is the primary beneficiary, from the dates they were acquired or incorporated. All intercompany balances and transactions have been eliminated in consolidation. In addition, the Group consolidates VIEs of which it is deemed to be the primary beneficiary and absorbs all of the expected losses and residual returns of the entity.

(b)Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires management of the Group to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant accounting estimates reflected in the Group’s consolidated financial statements included the valuation of deferred tax assets, valuation of goodwill and intangible assets and liabilities of acquired businesses on acquisition day for impairment analysis, allowance for doubtful receivables, fair values of the subsidiaries being transferred within the Group at the dates of transactions, the valuation of non-controlling interests acquired from related parties at acquisition dates, valuation of transfer pricing and fair value of share based compensation. Actual results could differ from those estimates.

F-12
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

(c)Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of cash on hand, bank deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash, and have insignificant risk of changes in value related to changes in interest rates.

In its capacity as an insurance agent and broker, the Group collects premiums from certain insureds and remits the premiums to the appropriate insurance companies. Accordingly, as reported in the consolidated balance sheets, "premiums" are receivables from the insureds. Unremitted net insurance premiums are held in a fiduciary capacity until disbursed by the Group. The Group invests these unremitted funds only in cash accounts held for a short term, and reports such amounts as restricted cash in the consolidated balance sheets. Also included in the restricted cash represents guarantee deposits required by China Insurance Regulatory Commission ("CIRC") in order to protect insurance premium appropriation by insurance agency as well as entrustment deposit received from the members of eHuzhu, an online mutual aid platform operated by the Group in an escrow account of RMB4,536 and RMB12,398 as of December 31, 2014 and 2015, respectively.

(d)Short Term Investment

Short term investments are mainly available-for-sale investments in debt securities that do not have a quoted market price in an active market. They are measured at costs which approximate their fair values in the consolidated balance sheets. The Group benchmark the costs against fair values of comparable investments as of balance sheet date, and categorized all fair value measures of short term investments as level 2 of the fair value hierarchy. No impairment loss on short term investments was identified for each of the years ended December 31, 2013, 2014 and 2015.

(e)Accounts Receivable and Insurance Premium Receivables

Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable represent fees receivable on agency, brokerage and claims adjusting services primarily from insurance companies. Amounts collected on accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The allowance for doubtful accounts is the Group’s best estimate of the amount of probable credit losses in the Group’s existing accounts receivable. The Group determines the allowance based on historical write-off experience. The Group reviews its allowance for doubtful accounts regularly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability.

 

Accounts receivable, net is analyzed as follows:

 

   As of December 31,
   2014  2015
   RMB  RMB
Accounts receivable   202,737    254,510 
Allowance for doubtful accounts   (16,587)   (13,246)
Accounts receivable, net   186,150    241,264 

 

F-13
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

The following table summarizes the movement of the Group's allowance for doubtful accounts:

   2013  2014  2015
   RMB  RMB  RMB
Balance at the beginning of the year   9,903    12,655    16,587 
Provision for doubtful accounts   5,303    3,932    4,991 
Write-offs   (2,551)       (8,332)
Balance at the ending of the year   12,655    16,587    13,246 

Insurance premium receivables consist of insurance premium to be collected from insured, and is recorded at the invoiced amount and do not bear interest. Amounts collected on insurance premium receivables are included in net cash provided by operating activities in the consolidated statements of cash flows.

(f)Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives, taking into account residual value:

   Estimated useful life (Years)  Estimated residual value
Building  20-36   0%
Office equipment, furniture and fixtures  3-5  0%-3%
Motor vehicles  5-10  0%-3%
Leasehold improvements   5    0%

 

The depreciation methods and estimated useful lives are reviewed regularly. The following table summarizes the depreciation recognized in the consolidated statement of income and comprehensive income:

   2013  2014  2015
   RMB  RMB  RMB
Commission and fees under operating costs   4,988    5,508    2,056 
Selling expenses   1,636    1,282    1,180 
General and administrative expenses   24,629    21,445    15,147 
Depreciation for the year   31,253    28,235    18,383 

 

F-14
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

(g)Goodwill and Other Intangible Assets

Goodwill represents the excess of costs over fair value of net assets of businesses acquired. Goodwill is not amortized, but is tested for impairment at the reporting unit level at least on an annual basis at the balance sheet date or more frequently if certain indicators arise. The Group operated in three reporting units for the year ended December 31, 2015. The goodwill impairment review is a two-step process. Step 1 consists of a comparison of the fair value of a reporting unit with its carrying amount. An impairment loss may be recognized if the review indicates that the carrying value of a reporting unit exceeds its fair value. Estimates of fair value are primarily determined by using discounted cash flows. If the carrying amount of a reporting unit exceeds its fair value, step 2 requires the fair value of the reporting unit to be allocated to the underlying assets and liabilities of that reporting unit, resulting in an implied fair value of goodwill. If the carrying amount of the goodwill of the reporting unit exceeds the implied fair value, an impairment charge is recorded equal to the excess of the carrying amount over the implied fair value.

The impairment review is highly judgmental and involves the use of significant estimates and assumptions. These estimates and assumptions have a significant impact on the amount of any impairment charge recorded. Discounted cash flow methods are dependent upon assumptions of future sales trends, market conditions and cash flows of each reporting unit over several years. Actual cash flows in the future may differ significantly from those previously forecasted. Other significant assumptions include growth rates and the discount rate applicable to future cash flows.

 

In 2013, 2014 and 2015, management compared the carrying value of each reporting unit, inclusive of assigned goodwill, to its respective fair value which is the step one of the two-step impairment test. The fair value of all reporting units was estimated by using the income approach. Based on this quantitative test, it was determined that the fair value of each reporting unit tested exceeded its carrying amount and, therefore, step 2 of the two-step goodwill impairment test was unnecessary. The management concluded that goodwill was not impaired as of December 31, 2013, 2014 and 2015.

 

Identifiable intangibles assets are required to be determined separately from goodwill based on their fair values. In particular, an intangible asset acquired in a business combination should be recognized as an asset separate from goodwill if it satisfies either the “contractual-legal” or “separability” criterion. Intangible assets with a finite economic life are carried at cost less accumulated amortization. Amortization for identifiable intangibles assets of customer relationship is computed using the accelerated method, while amortization for other identifiable intangibles assets is computed using the straight-line method over the intangible assets' economic lives. Intangible assets with indefinite economic lives are not amortized but carried at cost less any subsequent accumulated impairment losses. If an intangible asset that is not being amortized is subsequently determined to have a finite economic life, it will be tested for impairment and then amortized prospectively over its estimated remaining economic life and accounted for in the same manner as other intangible assets that are subject to amortization. Intangible assets with indefinite economic lives are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired.

Separately identifiable intangible assets consist of brand name, trade name, customer relationship, non-compete agreement, agency agreement and license, and software and system.

F-15
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

The intangible assets, net consisted of the following:

      As of December 31, 2014
   Useful life
(Years)
  Cost  Accumulated amortization  Accumulated
Impairment loss
  Net carrying values
       RMB    RMB    RMB    RMB 
Brand name  Indefinite   24,091        (20,384)   3,707 
Trade name  9.4 to 10   8,898    (3,867)       5,031 
Customer relationship  4.6 to 9.8   67,096    (48,012)   (5,760)   13,324 
Non-compete agreement  3 to 6.25   69,485    (32,557)   (34,692)   2,236 
Agency agreement and license   4.6 to 9.8   21,394    (14,789)   (581)   6,024 
Software and system  5 to 10   5,999    (4,723)       1,276 
       196,963    (103,948)   (61,417)   31,598 

       As of December 31, 2015
    Useful life
(Years)
  Cost  Accumulated amortization  Accumulated
Impairment loss
  Net carrying values
      RMB  RMB  RMB  RMB
Brand name  Indefinite  20,111          (16,404 )    3,707
Trade name  9.4 to 10   8,898    (4,808)       4,090 
Customer relationship  4.6 to 9.8   61,186    (51,264)   (2,953)   6,969 
Non-compete agreement  3 to 6.25   69,075    (33,819)   (34,692)   564 
Agency agreement and license  4.6 to 9.8   20,404    (15,949)   (77)   4,378 
Software and system  5 to 10   5,680    (5,680)        
       185,354    (111,520)   (54,126)   19,708 

 

Aggregate amortization expenses for intangible assets were RMB13,665, RMB16,826 and RMB11,571 for the years ended December 31, 2013, 2014 and 2015, respectively.

Impairment of intangible assets with definite lives

The Group evaluates the recoverability of identifiable intangible assets with determinable useful lives, whenever events or changes in circumstances indicate that these assets’ carrying amounts may not be recoverable. The Group measures the carrying amount of identifiable intangible asset with determinable useful live against the estimated undiscounted future cash flows associated with it. Impairment exists when the sum of the expected future net cash flows is less than the carrying value of the asset being evaluated. Impairment loss is calculated as the amount by which the carrying value of the asset exceeds its fair value. Fair value is estimated based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires the Group to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. During the years ended December 31, 2013, 2014 and 2015, the Group recognized no impairment losses on identifiable intangible assets with determinable useful lives.

F-16
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

Impairment of indefinite-lived intangible assets

An intangible asset that is not subject to amortization is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Such impairment test is to compare the fair values of assets with their carrying amounts and an impairment loss is recognized if and when the carrying amounts exceed the fair values. The estimates of fair values of intangible assets not subject to amortization are determined using various discounted cash flow valuation methodologies. Significant assumptions are inherent in this process, including estimates of discount rates or market price. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. Market prices are based on potential purchase quote from third party, if any. During the years ended December 31, 2013, 2014 and 2015, the Group recognized no impairment losses on its indefinite-lived intangible assets.

The estimated amortization expenses for the next five years are: RMB5,204 in 2016, RMB3,881 in 2017, RMB3,667 in 2018, RMB2,502 in 2019 and RMB658 in 2020, and an aggregate amount of RMB89 in years thereafter.

(h)Other Receivables and Other Current Assets

Other receivables and other current assets mainly consist of receivables from third parties, advances, deposits, interest receivables, value-added tax recoverable and prepaid expenses.

(i)Investment in Affiliates

Investments in affiliates are accounted for using the equity method. The Group does not control the affiliates but exerts significant influence over them.

(j)Other Non-current Assets

Other non-current assets represent investments in equity security of private companies which the group owns equity interest of less than 20%, over which the Group exerts no significant influence and are measured initially at cost.

(k)Impairment of Long-Lived Assets

Property, plant, and equipment, and purchased intangible assets with definite life, subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

(l)Insurance Premium Payables

Insurance premium payables are insurance premiums collected on behalf of insurance companies but not yet remitted as of the balance sheet dates.

(m)Subscription Receivables

The Group entered into share purchase agreements with companies established on behalf of our employees (the "Employee Companies") for the issuance of 100,000,000 ordinary shares at US$0.27 per ordinary share and 50,000,000 ordinary shares at US$0.29 per ordinary share in 2014. The issue prices are the average closing prices for the 20 trading days prior to the board approval dates of such subscriptions. The sale of shares to the Employee Companies was completed on December 17, 2014.

F-17
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

In order to facilitate the purchase of shares by employees as described above, the Group has granted a loan to the Employee Companies. The loan bears interest at a rate of 3% per annum and is repayable upon the sale of the shares by employees, termination of employment or within two years, whichever comes first. Please refer to note 12 for details. The interest rate is determined with reference to fair market prices and therefore no interest-related compensation expense is recorded.

According to FASB ASC 505-10-45, the loan is recorded as a separate line of deduction from equity in the Group’s consolidated balance sheet as of December 31, 2014 and 2015. Interest income accruing from the loan is recognized as non-operating income. None of the loans to employees have been repaid up to the date of this report and total balance thereof as of year-end was RMB268,829 (US$41,500).

 

(n)Treasury shares

Treasury shares represents ordinary shares repurchased by the Group that are no longer outstanding and are held by the Group. The repurchase of ordinary shares is accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock.

During the year ended December 31, 2015, the Group had repurchased total of 2,261,100 shares from the market for a cash consideration of RMB6,276. As of December 31, 2015, all the treasury stock had been re-issued for the purpose of stock options exercised.

(o)Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carryforwards and credits by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

Since 2014, the Group has adopted FASB ASU No. 2013-11—Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists prospectively, to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the balance sheets as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the Group to use, and the Group does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit is presented in the balance sheets as a liability.

(p)Share-based Compensation

Employee share-based compensation

 

All forms of share-based payments to employees, including employee stock options and employee stock purchase plans, are treated the same as any other form of compensation by recognizing the related cost in the consolidated statement of income and comprehensive income. Compensation cost related to employee stock options or similar equity instruments is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. If an award requires satisfaction of one or more performance, or service conditions (or any combination thereof), compensation cost is recognized if the requisite service is rendered, and no compensation cost is recognized if the requisite service is not rendered. The Group recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the amount of compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date. For awards with both service and performance conditions, if each tranche has an independent performance condition for a specified period of service, the Group recognizes the compensation cost of each tranche as a separate award on a straight-line basis; if each tranche has performance conditions that are dependent of activities that occur in the prior service periods, the Group recognizes the compensation cost on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. No compensation cost is recognized for instruments that employees forfeit because a service condition or a performance condition is not satisfied.

 

F-18
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

Non-employee share-based compensation

 

Share-based compensation related to non-employees is recognized as compensation expenses ratably over the requisite service periods. The Group measures the cost of non-employee services received in exchange for share-based compensation based on the fair value of the equity instruments issued. The Group measures the fair value of the equity instruments in these transactions on the measurement date, which is determined as the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or the date at which the counterparty’s performance is complete. The quantity and terms of the equity instruments issued to non-employees are not known up front as they are dependent upon counterparty performance conditions, the Group measures the equity instruments at their then-current lowest aggregate fair value at each reporting dates, and attributes the changes in those fair values over the future services period until the measurement date has been established.

 

Modification of an Award

 

A modification of the terms or conditions of an equity award is treated as an exchange of the original award for a new award. The Group measures the effects of a modification as follows:

 

a.         Incremental compensation cost shall be measured as the excess, if any, of the fair value of the modified award determined over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date; and

 

b.       The total recognized compensation cost for an equity award shall at least equal the fair value of the award at the grant date unless at the date of the modification the performance or service conditions of the original award are not expected to be satisfied.

 

The Group records the incremental fair-value-based measure, if any, of the modified award, as compensation cost on the date of modification (for vested awards) or over the remaining service (vesting) period (for unvested awards).

 

Cancellation of an Award

 

A cancellation of an award that is not accompanied by the concurrent grant of (or offer to grant) a replacement award or other valuable consideration shall be accounted for as a repurchase for no consideration. Accordingly, any previously unrecognized compensation cost shall be recognized at the cancellation date.

The Group uses the Black-Scholes or the Binominal option-pricing model to determine the fair value of stock options. Determining the value of share-based compensation expense in future periods requires the input of highly subjective assumptions, including estimated forfeitures and the price volatility of the underlying shares. The Group estimates the forfeitures of the shares based on past employee retention rates and its expectations of future retention rates, and prospectively revises the forfeiture rates based on actual history. The share compensation charges may change based on changes to the actual forfeitures. The actual share-based compensation expenses may be materially different from the current expectations.

Share-based compensation expenses of RMB45,317, RMB23,598 and RMB17,653 for the years ended December 31, 2013, 2014 and 2015, respectively, were included in the general and administrative expenses.

F-19
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

(q)Employee Benefit Plans

As stipulated by the regulations of the PRC, the Group’s subsidiaries and VIEs in the PRC participate in various defined contribution plans organized by municipal and provincial governments for its employees. The Group is required to make contributions to these plans at a percentage of the salaries, bonuses and certain allowances of the employees. Under these plans, certain pension, medical and other welfare benefits are provided to employees. The Group has no other material obligation for the payment of employee benefits associated with these plans other than the annual contributions described above. The contributions are charged to the consolidated statement of income and comprehensive income as they become payable in accordance with the rules of the above mentioned defined contribution plans.

(r)Revenue Recognition

The Group’s revenue is derived principally from the provision of insurance brokerage, agency and claims adjusting services. The Group recognizes revenue when all of the following have occurred: persuasive evidence of an agreement with the insurance companies or insurance agencies exists, services have been provided, the fees for such services are fixed or determinable and collectability of the fee is reasonably assured.

Insurance agency services are considered to be rendered and completed, and revenue is recognized, at the time an insurance policy becomes effective, that is, when the signed insurance policy is in place and the premium is collected from the insured. The Group has met all the four criteria of revenue recognition when the premiums are collected by the Group or the respective insurance companies and not before, because collectability is not ensured until receipt of the premium. Accordingly, the Group does not accrue any commission and fees prior to the receipt of the related premiums. Insurance brokerage services revenue is recognized when the signed insurance policy is in place and the premium is collected from the insured and the commission settlement confirmation is received from insurance companies, because the commission rate for brokerage services is negotiated case by case and the Group’s fees are fixed when such confirmation is received. No allowance for cancellation has been recognized for agency and brokerage businesses as the management of the Group estimates, based on its past experience that the cancellation of policies rarely occurs. Any subsequent commission adjustments in connection with policy cancellations which have been deminims to date are recognized upon notification from the insurance carriers. Actual commission and fee adjustments in connection with the cancellation of policies were 0.2%, 0.2% and 0.2% of the total commission and fee revenues during years ended December 31, 2013, 2014 and 2015, respectively. For property insurance and life insurance, agency and brokerage services, the Group may receive a performance bonus from insurance companies as agreed and per contract provisions. Once an agency and brokerage company achieves its performance target, typically a certain sales volume, the bonus will become due. The bonus amount is computed based on the insurance premium amount multiplied by an agreed-upon percentage. The contingent commissions are recorded when a performance target is being achieved. Insurance claims adjusting services are considered to be rendered and completed, and revenue is recognized at the time loss adjusting reports are confirmed being received by insurance companies. The Group has met all the four criteria of revenue recognition when the service is provided and the loss adjusting report is accepted by insurance companies. The Group does not accrue any service fee before the receipt of an insurance company’s acknowledgement of receiving the adjusting reports. Any subsequent adjustments in connection with discounts which have been de minims to date are recognized in revenue upon notification from the insurance companies.

Other service fees include commission revenues earned from distribution of wealth management products and revenue from the provision of IT services. Commission from distribution of wealth management products are recorded when the products have been sold to customers, at which time the Group has fulfilled all its services obligations. Revenue from the provision of IT services is recognized when the services are rendered.

F-20
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

The Group presents revenue net of sales taxes incurred. The sales taxes amounted to RMB99,931, RMB120,965 and RMB157,234 for the years ended December 31, 2013, 2014 and 2015, respectively. According to the Announcement on the VAT Reform Pilot Program of the Transportation and Selected Modern Service Sectors issued by the State Tax Bureau in July 2012, the transportation and some selected modern service sectors, including research and development (R&D) and technical services, information technology services, cultural creative services, logistics support services, tangible personal property leasing services, and assurance and consulting service, should pay value-added tax instead of business tax based on a predetermined timetable (hereinafter referred to as the “VAT Reform”), effective September 1,2012 for entities in Beijing and November 1, 2012 for entities in Guangdong. The VAT Reform expanded nation-wide from August 1, 2013.  A total of seven subsidiaries or VIEs in the Group that engage in consulting and information technology services met the VAT Reform requirements, and have started to pay value-added tax since the respectively effective days. Total Value-added taxes paid by the Group during the years ended December 31, 2014 and 2015 amounted to RMB14,997 and RMB16,370.

 

In March 2016, during the fourth session of the 12th National People’s Congress, it was announced that the VAT reform will be fully rolled out and extended to all industries including construction, real estate, financial services and lifestyle services. Subsequently, the State Administration of Taxation and Ministry of Finance jointly issued a Notice on Preparing for the Full Implementation of the VAT Reform (Cai Shui [2016] No. 32). Accordingly, the Group will pay value-added tax instead of business tax starting from May 1, 2016. The Group is in the process of evaluating the impact on the consolidated financial statements.

(s)Contingent Consideration

The Group recognizes all the assets acquired and liabilities assumed in a business combination at the acquisition-date fair values, which will include an estimation of the fair value of contingent consideration payables if any. Subsequent changes in the fair value of contingent consideration payables will be recorded in the consolidated statement of income and comprehensive income when incurred. No change in fair value of contingent consideration payable was charged to consolidated statement of income and comprehensive income for the years ended December 31, 2013, 2014 and 2015.

The selling shareholders of the acquired entities agreed to return part of considerations to the Group, if certain performance criteria cannot be met. The fair value of such contingent arrangements was charged to consolidated statement of income and comprehensive income in the amount of nil, nil and nil for the years ended December 31, 2013, 2014 and 2015, respectively.

(t)Fair Value of Financial Instruments.

Fair value is considered to be the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs may be used to measure fair value include:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

F-21
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

The carrying values of the Group’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, insurance premium receivables and payables, other receivables, accounts payable, amounts due from related parties, approximate their fair values due to the short term nature of these instruments.

Measured at fair value on a recurring basis

As of December 31, 2015 and 2014, information about inputs into the fair value measurements of the Group’s assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows.

  Fair Value Measurements at Reporting Date Using
Description  As of
December 31,
2015
  Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  RMB  RMB  RMB  RMB
Short-term investments - debt security   2,026,256        2,026,256     

 

  Fair Value Measurements at Reporting Date Using
Description  As of
December 31,
2014
  Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  RMB  RMB  RMB  RMB
Short-term investments - debt security   688,900        688,900     

The debt security consists of investments in trust products and asset management plans that have normally pay a prospective fixed rate of return. These investment are recorded at fair value on a recurring basis. The Group benchmarks the costs against fair values of comparable investments with similar measurement terms, such as prevailing market yields, at the balance sheet date. It is classified as Level 2 of the fair value hierarchy since fair value measurement at reporting date uses significant other observable inputs.


The Group did not have Level 3 investments as of December 31, 2014 and 2015.

F-22
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

Measured at fair value on a non-recurring basis

The Group measures certain assets, including the cost method investments, equity method investments and intangible assets, at fair value on a nonrecurring basis when they are deemed to be impaired. The fair values of these investments and intangible assets are determined based on valuation techniques using the best information available, and may include management judgments, future performance projections, etc. An impairment charge to these investments is recorded when the cost of the investment exceeds its fair value and this condition is determined to be other-than-temporary, and impairment charge to the intangible assets is recorded when their carrying amounts may not be recoverable.

Goodwill (note 6) and intangible assets (note 2(g)) are measured at fair value on a nonrecurring basis and they are recorded at fair value only when impairment is recognized by applying unobservable inputs such as forecasted financial performance of the acquired business, discount rate, etc. to the discounted cash flow valuation methodology that are significant to the measurement of the fair value of these assets (Level 3).

(u)Foreign Currencies

The functional currency of the Company is the United States dollar ("USD"). Assets and liabilities are translated at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income or loss in the consolidated statements of income and comprehensive income. The Group has chosen the Renminbi ("RMB") as their reporting currency.

The functional currency of the most of the Company’s subsidiaries and VIEs is RMB. Transactions in other currencies are recorded in RMB at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into RMB at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the consolidated statements of income and comprehensive income.

(v)Foreign Currency Risk

The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People's Bank of China, controls the conversion of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and international economic and political developments that affect supply and demand in the China Foreign Exchange Trading System market of cash and cash equivalents. The Group had aggregate amounts of RMB2,080,842 and RMB1,115,296 of cash and cash equivalents denominated in RMB as of December 31, 2014 and 2015, respectively.

(w)Translation into United States Dollars

The consolidated financial statements of the Group are stated in RMB. Translations of amounts from RMB into U.S. dollars are solely for the convenience of the readers and were calculated at the rate of US$1.00 = RMB6.4778, representing the noon buying rate in the City of New York for cable transfers of RMB on December 31, 2015, as set forth in H.10 statistical release of the Federal Reserve Board. The translation is not intended to imply that the RMB amounts could have been, or could be, converted, realized or settled into U.S. dollars at that rate on December 31, 2015, or at any other rate.

F-23
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

(x)        Segment Reporting

The Group distributes a variety of property and casualty, and life insurance products underwritten by domestic and foreign insurance companies operating in the PRC, and provides insurance claims adjusting services as well as other insurance-related services and distribution of wealth management products. The Group operated three segments: (1) insurance agency segment, which mainly consists of providing agency services for Property and Casualty (“P&C”) insurance products and life insurance products to individual clients, (2) insurance brokerage segment, which mainly consists of providing P&C and life insurance brokerage services to institutional clients, and (3) claims adjusting segment, which consists of providing pre-underwriting survey, claim adjusting, disposal of residual value, loading and unloading supervision and consulting services. Details of these operating segments are described in note 21. Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the Group's chief operating decision maker in deciding how to allocate resources and in assessing performance.

Substantially all revenues of the Group are derived in the PRC and all long-lived assets are located in the PRC.

 

(y)       Earnings per Share ("EPS") or ADS

Basic EPS is calculated by dividing the net income available to common shareholders by the weighted average number of ordinary shares /ADS outstanding during the year. Diluted EPS is calculated by using the weighted average number of ordinary shares /ADS outstanding adjusted to include the potentially dilutive effect of outstanding share-based awards, unless their inclusion in the calculation is anti-dilutive.

(z)       Advertising Costs

Advertising costs are expensed as incurred. Advertising costs amounted to RMB5,724, RMB6,553 and RMB5,696 for the years ended December 31, 2013, 2014 and 2015, respectively.

(aa)     Operating Leases

 

Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements of income and comprehensive income over the lease period.

 

(ab)     Accumulated Other Comprehensive Income

The Group presents comprehensive income in the consolidated statements of income and comprehensive income with net income in a continuous statement.

Accumulated other comprehensive income represents foreign currency translation adjustments and share of other comprehensive income of the affiliates for the period.

F-24
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data

(ac)Recently Issued Accounting Standards Not Yet Adopted

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)". The guidance substantially converges final standards on revenue recognition between the FASB and the International Accounting Standards Board providing a framework on addressing revenue recognition issues and, upon its effective date, replaces almost all exiting revenue recognition guidance, including industry specific guidance, in current U.S. generally accepted accounting principles. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

 

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

 

ASU 2014-09 is originally effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. ASU 2015-14, Revenue from Contracts with Customers, defers the effective date of ASU 2014-09 by one year. As a result, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017 and interim periods therein. Early adoption is permitted to the original effective date. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.

 

In January 2015, the FASB issued a new pronouncement which eliminates from U.S. GAAP the concept of extraordinary items.

 

Subtopic 225-20, Income Statement - Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item.

 

The FASB heard from stakeholders that the concept of extraordinary items causes uncertainty because it is unclear when an item should be considered both unusual and infrequent. Additionally, some stakeholders said that although users find information about unusual or infrequent events and transactions useful, they do not find the extraordinary item classification and presentation necessary to identify those events and transactions. Other stakeholders noted that it is extremely rare in current practice for a transaction or event to meet the requirements to be presented as an extraordinary item.

 

The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this ASU is not expected to have a material impact on the Group’s consolidated financial results or disclosures.

 

In September, 2015, the FASB issued a new pronouncement, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. To simplify the accounting for adjustments made to provisional amounts recognized in a business combination, the amendments eliminate the requirement to retrospectively account for those adjustments.

 

F-25
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

Under this ASU, an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The ASU also requires acquirers to present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date.

 

For public business entities, the ASU is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The ASU must be applied prospectively to adjustments to provisional amounts that occur after the effective date. Early adoption is permitted for financial statements that have not been issued. The Group does not expect the adoption of this guidance will have a significant effect on the Group's consolidated financial statements.

 

In November, 2015, the FASB issued a new pronouncement which changes how deferred taxes are classified on organizations’ balance sheets.

 

The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent.

 

The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.

 

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"), which requires that equity investments, except for those accounted for under the equity method or those that result in consolidation of the investee, be measured at fair value, with subsequent changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. ASU 2016-01 also impacts the presentation and disclosure requirements for financial instruments. ASU 2016-01 is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted only for certain provisions. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on the balance sheet. This ASU requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. The ASU does not significantly change the lessees' recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Lessors' accounting under the ASC is largely unchanged from the previous accounting standard. In addition, the ASU expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. The provisions of this guidance are effective for annual periods beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.

 

In March 2016, the FASB issued ASU 2016-08, which amends the principal-versus-agent implementation guidance and illustrations in the Board's new revenue standard (ASC 606). The amendments in this update clarify the implementation guidance on principal versus agent considerations. When another party, along with the reporting entity, is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide that good or service to the customer (as a principal) or to arrange for the good or service to be provided to the customer by the other party (as an agent). The guidance is effective for interim and annual periods beginning after December 15, 2017. The Group is in the process of evaluating the impact of adoption of this guidance on the consolidated financial statements.

 

In March 2016, the FASB issued ASU 2016-09, which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. For public entities, the ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods. Early adoption will be permitted in any interim or annual period for which financial statements have not yet been issued or have not been made available for issuance. The Group is in the process of evaluating the impact of adoption of this guidance on the consolidated financial statements.

 

 

F-26
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

(3)Acquisitions and reorganisation


Acquisitions and reorganisation in 2015

Acquisitions of additional interests in subsidiaries

During the year ended December 31, 2015, the Group had entered into several agreements to acquire from the non-controlling shareholders of certain of the Group’s subsidiaries the additional interests in those subsidiaries for the total considerations of RMB187,810. The Group retains its controlling financial interests before and after the transactions.

The schedule below discloses the effects of changes in the Group’s ownership in subsidiaries on the Group's equity:

   Year ended December
31, 2015
   RMB
Net income attributable to the Company's shareholders   210,086 
Decrease in Company's additional paid-in capital for acquisitions of additional equity interests from noncontrolling interests   (160,023)
Changes from net income attributable to Company’s shareholders and transfers to noncontrolling interests   50,063 

Reorganisation

In 2015, the Group completed corporate restructuring relating to CNinsure Insurance Surveyors & Loss Adjustors Holding Co., Ltd. ("CISLA"), or the CISLA Restructuring, the operating company for the claims adjusting segment. Prior to the CISLA Restructuring, the Group owned 51% of the equity interests of Guangdong CNinsure Fangzhong Investment Management Co., Ltd., ("Fangzhong"), which held 100% equity interests in CISLA. In June 2015, CISLA introduced two new investors, Shenzhen Yuanqian Investment Partnership (Limited Partnership) and Shenzhen Longqian Investment Partnership (Limited Partnership), hereinafter referred to as “Yuanqian” and “Longqian”. Yuanqian and Longqian are owned by certain members of the management of the claims adjusting segment. Yuanqian and Longqian together subscribed for total of 12.4% of the equity interests in CISLA for a cash consideration of RMB17,000. As a result, Fangzhong's shareholding in CISLA was diluted from 100% to 87.6%. In July 2015, Fangzhong transferred 44.7% and 42.9% of the equity interests in CISLA to Guangdong Meidiya Investment Co., Ltd. ("Meidiya Investments"), a subsidiary of the Group, and 22 individuals, among whom were management members of the claims adjusting segment, for total purchase prices of RMB61,200 and RMB58,800, respectively. These purchase prices were calculated on the basis of total capital contribution by Fangzhong to CISLA. After the CISLA Restructuring, the Group owns 44.7% of the equity interests and remains as the largest shareholder. The Group continue to exercise substantial control over CISLA pursuant to shareholders’ agreements signed with Yuanqian, Longqian and two executive officers of the claims adjusting segment.

The Group recorded stock compensation expense of RMB3,400, being the excess of the estimated fair value of Yuanqian, Longqian and 22 individual’s equity interest in CISLA over the consideration paid by the investors. The excess is deemed compensation to the two partnerships’ shareholders, who are members of the claims adjusting segment’s management, for their past services.

 

In July 2015, in order to align the interests of the founding team of Chetong.net with the growth of the platform, Fangzhong, the subsidiary of the Group that initially owned 100% of the equity interests in Chetong Network and operated Chetong.net, transferred  80.1% of the equity interests in Chetong Network to the management and employees of Chetong Network for cash consideration of RMB16,020, and 19.9% of the equity interests in Chetong Network to CISLA for cash consideration of RMB3,980 which approximated its fair value at the disposal date. As a result, CISLA and the management and employees of Chetong Network currently hold 19.9% and 80.1% of Chetong Network, respectively.

 

As part of the Company’s growth strategy, CISLA filed an application in November 2015 with National Equities Exchange and Quotations (“NEEQ”) to list on the New Third Board, an emerging over-the-counter stock market for medium- and small-cap companies in China.

 

F-27
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

Acquisitions in 2014

In April 2014, the Group entered into agreements to acquire 100% equity interests in Nanjing Yukai Insurance Agency Co., Ltd. ("Nanjing") and Wenzhou Huilian Insurance Agency Co., Ltd ("Wenzhou") at the cash consideration of RMB27,000 and RMB16,000, respectively.

 

In April 2014, the Group also entered into an agreement to acquire the remaining 70% equity interests in Jiaxing Lianbao Insurance Agency Co., Ltd ("Jiaxing") at the cash consideration of RMB21,000. The fair value of 30% equity interests in Jiaxing previously held by the Group was remeasured to RMB9,000, hence the Group recognized gain from step acquisition of RMB8,812 at acquisition date.

 

The acquisitions of Nanjing, Wenzhou and Jiaxing were completed on May 1, 2014. Pursuant to the agreements, the selling shareholders of Nanjing, Wenzhou and Jiaxing agreed to return part of considerations to the Group, if the performance criteria of Nanjing, Wenzhou and Jiaxing for years 2014 to 2016 cannot be met. The fair value of such contingent arrangements approximates to zero at the acquisition date. As for the year ended December 31, 2014, Wenzhou has met the performance criteria but Nanjing and Jiaxing has failed to meet the performance criteria. As for the year ended December 31, 2015, all of the three subsidiaries failed to meet the performance criteria. The Group has issued waivers to the sellers of the three subsidiaries to release the return of considerations related to these three companies’ under-performance for both 2014 and 2015.

 

The following table summarizes the estimated fair values for major classes of assets acquired and liabilities assumed at the date of acquisition:

   Nanjing  Wenzhou  Jiaxing
   RMB  RMB  RMB
Net tangible (liabilities) assets acquired   (4,116)   2,708    3,670 
Intangible assets   7,650    4,110    7,290 
Goodwill   23,850    10,209    20,862 
Deferred tax assets   1,529         
Deferred tax liabilities   (1,913)   (1,027)   (1,822)
Total consideration   27,000    16,000    30,000 

 

The excess of purchase price over tangible assets and identifiable intangible assets acquired and liabilities assumed was recorded as goodwill. The goodwill of RMB54,921 arising from the acquisitions consists largely of the synergies and economies of scale expected from combining the operations of the Group and the acquired companies. All of the goodwill was assigned to the Group’s agency segment. None of the goodwill recognized is expected to be deductible for income tax purposes.

The acquired intangible assets were composed of the following:

      Fair Value Acquired
   Useful life  RMB
   (Years)  Nanjing  Wenzhou  Jiaxing
Customer relationship   6.7    4,840    2,920    4,630 
Non-compete agreement   3.0    520    270    480 
Agency agreement   6    2,290    920    2,180 
Total        7,650    4,110    7,290 

 

The weighted average amortization period of the intangible asset acquired is 6.3 years.

F-28
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

The following unaudited pro forma information summarizes the effect of the acquisitions, as if the acquisitions had occurred as of January 1, 2013. This unaudited pro forma information is presented for information purposes only. It is based on historical information and does not purport to represent the actual results that may have occurred had the Group consummated the acquisitions on January 1, 2013, nor is it necessarily indicative of future results of operations of the consolidated enterprises:

Pro forma for year ended December 31, 2013

 

   Nanjing  Wenzhou  Jiaxing
   RMB  RMB  RMB
   (unaudited)  (unaudited)  (unaudited)
Pro forma net revenues   1,769,665    1,769,428    1,780,360 
Pro forma income from operations   16,561    17,531    16,348 
Pro forma net income   94,541    95,289    94,215 
Pro forma net income per share   0.09    0.10    0.09 

 

Pro forma for year ended December 31, 2014

   Nanjing  Wenzhou  Jiaxing
   RMB  RMB  RMB
   (unaudited)  (unaudited)  (unaudited)
Pro forma net revenues   2,159,466    2,155,319    2,163,231 
Pro forma income from operations   30,612    30,840    31,355 
Pro forma net income   161,580    161,736    162,318 
Pro forma net income per share   

0.16

    

0.16

    

0.16

 

 

The amounts of Nanjing, Wenzhou and Jiaxing’s net revenue and earnings included in the Group’s consolidated income statement from May 1, 2014 to December 31, 2014 are RMB19,060, RMB11,902 and RMB22,136, respectively and RMB2,323, RMB1,151 and RMB619, respectively.

F-29
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

(4)Other Receivables

Other receivables, net are analyzed as follows:

   As of December 31,
   2014  2015
   RMB  RMB
Advances to staff (i)   8,159    6,492 
Advances to entrepreneurial agents (ii)   981    367 
Rental deposits   5,701    7,655 
Interest income receivables (iii)   46,472    29,708 
Value-added tax recoverable (iv)   2,786     
Receivable from third parties (v)   17,020     
Other   7,030    7,606 
    88,149    51,828 

 

(i)This represented advances to staff of the Group for daily business operations which are unsecured, interest-free and repayable on demand.
(ii)This represented advances to entrepreneurial agents who provide services to the Group. The advances are used by agents to develop business. The advances were unsecured, interest-free and repayable on demand.
(iii)This represented accrued interest income on bank deposits, interest bearing receivable from third parties as described in (v) and accrued interest on subscription receivables (note 2(m)).
(iv)As of December 31, 2014, the amount represented value-added tax to be refunded from tax bureau. The amount of value-added tax outstanding as of December 31, 2014 had been refunded during the year 2015.
(v)As of December 31, 2014, receivable from third party represented the amount due from Guangdong Jintaiping Asset Management Co. Ltd in an amount of 17,020, which has been fully settled in 2015.

 

(5)Property, Plant and Equipment

Property, plant and equipment, net, is comprised of the following:

   As of December 31,
   2014  2015
   RMB  RMB
Building   12,317    12,317 
Office equipment, furniture and fixtures   127,498    128,401 
Motor vehicles   35,229    26,341 
Leasehold improvements   10,817    9,657 
Total   185,861    176,716 
Less: Accumulated depreciation   (138,690)   (142,571)
Property, plant and equipment, net   47,171    34,145 

 

No impairment for property, plant and equipment was recorded for the years ended December 31, 2013, 2014 and 2015.

F-30
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

(6)Goodwill

The movements in carrying amount of goodwill by reportable segments are as follows:

  Agency
segment
  RMB
Balance as of January 1, 2014   78,553 
Addition for acquisitions in 2014   54,921 
Balance as of December 31, 2014   133,474 
Balance as of December 31, 2015   133,474 

The gross amount and accumulated impairment losses by segment as of December 31, 2014 and 2015 are as follows:

  Agency
segment
  Claims
Adjusting
segment
  Total
  RMB  RMB  RMB
Gross as of January 1, 2014 and December 31, 2014   1,096,102    38,077    1,134,179 
Eliminated on disposal of a subsidiary        (16,940)   (16,940)
Gross as of December 31, 2015   1,096,102    21,137    1,117,239 
Accumulated impairment loss as of January 1, 2014 and December 31, 2014   (962,628)   (38,077)   (1,000,705)
Eliminated on disposal of a subsidiary       16,940    16,940 
Accumulated impairment loss as of December 31, 2015   (962,628)   (21,137)   (983,765)
Net as of January 1, 2014, December 31, 2014 and 2015   133,474        133,474 

 

The Group performed the annual impairment analysis as of the balance sheet date. There has been no impairment loss recognized in goodwill for the years ended December 31, 2013, 2014 and 2015, respectively.

(7)Investment in Affiliates

As of December 31, 2014 and 2015, investments in affiliates represent (i) 40% equity interest in Shanghai Teamhead Automobile Surveyors Co., Ltd. ("Teamhead Automobile") which is a PRC registered company that provides insurance surveyor and loss adjustors services, and (ii) 20.6% equity interest in Sincere Fame International Limited ("Sincere Fame") which is financial services company registered in BVI and based in Guangzhou, PRC, primarily engaged in the origination and management of small loans made to individuals, loan repackaging transaction, asset management-related services to financial institutions and mortgage agency services to individuals.

During the years ended December 31, 2013, 2014 and 2015, the Group recognized its share of income of affiliates in the amount of RMB20,621, RMB30,649 and RMB26,924 respectively. During the years ended December 31, 2013, 2014 and 2015, the Group recognized its share of other comprehensive income of affiliates in the amount of nil, nil and RMB37,567, respectively.

F-31
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

Investment as of December 31, 2014 and 2015 were as follows:

  As of December 31,
   2014  2015
  RMB  RMB
Teamhead Automobile   498    528 
Sincere Fame   219,205    283,666 
Total   219,703    284,194 

 

The summarized financial information of equity method investees is illustrated as below:

   As of December 31,
   2014  2015
   RMB  RMB
Balance sheet          
Current assets   364,045    1,348,637 
Non-current assets   1,335,315    2,190,168 
Current liabilities   929,731    2,389,167 
Non-current liabilities   2,904    69,615 

 

   Year Ended December 31,
   2013  2014  2015
Results of operation  RMB  RMB  RMB
Net Revenues   365,521    403,908    599,372 
Gross profit   295,954    346,688    427,258 
Income from operations   139,211    184,531    158,846 
Net profit   116,674    148,891    130,647 

 

F-32
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

(8)Variable Interest Entities

PRC laws and regulations place certain restrictions on foreign investment in and ownership of insurance agencies, brokerages and on-line business. Accordingly, the Group conducts some of its operations in China through contractual arrangements among its PRC subsidiaries, two PRC affiliated entities and the equity shareholders of these PRC affiliated entities, who are PRC nationals. The contractual arrangements include a series of contracts entered into between the Group’s PRC subsidiaries and the equity shareholders of these PRC affiliated entities and these PRC affiliated entities, including loan agreements, equity pledge agreements, irrevocable powers of attorney, exclusive purchase option agreements, consulting and service agreements, information technology ("IT") platform service agreements and technology service agreements. Through these contractual arrangements, the Group is entitled to: (1) receive service fees from the subsidiaries of these PRC affiliated entities; (2) exercise all of the voting powers of the owners of these PRC affiliated entities; (3) receive dividends declared by these PRC affiliated entities and their subsidiaries; (4) acquire all the equity interests of these PRC affiliated entities and their subsidiaries once PRC laws permit; and (5) exercise its substantive kick out right under the terms of the exclusive purchase option agreement. As the Company is the sole primary beneficiary of these VIEs, the Company consolidates them into its consolidated financial statements.

In recent years, some rules and regulations governing the insurance intermediary sector in China have begun to encourage foreign investment. The Group has commenced a restructuring which has resulted in obtaining controlling equity ownership in a majority of its affiliated insurance intermediary companies. However, there remains uncertainty regarding the interpretation and implementation of the relevant regulations and the timing of the restructuring process. In addition, restrictions by PRC laws and regulations on foreign investments in and ownership of internet businesses still exists and the Group is still in the process to complete its restructuring plan. Therefore, as of December 31, 2015, the Group still conducts part of its operations in China through contractual arrangements among its PRC subsidiaries and consolidated affiliated entities, Shenzhen Xinbao Investment Management Co., Ltd. ("Xinbao Investment") and Shenzhen Dianliang Information Technology Co., Ltd ("Dianliang Information") (collectively referred as the "Two PRC Affiliated Entities") and the equity holders of the Two PRC Affiliated Entities who are PRC nationals. To provide the Company effective control over the Two PRC Affiliated Entities, and the ability to receive substantially all of the economic benefits of the Two PRC Affiliated Entities and their subsidiaries, a series of contractual arrangements were entered amongst CNinsure Xinlian Information Technology Consulting (Shenzhen) Co., Ltd. ("Xinlian Information"), CNinsure Zhonglian Enterprise Image Planning (Shenzhen) Co., Ltd. ("Zhonglian Enterprise"), Litian Zhuoyue Software (Beijing) Co., Ltd ("Litian") and Ying Si Kang Information Technology (Shenzhen) Co., Ltd. ("Ying Si Kang Information"), which are PRC subsidiaries of the Company, and the Two PRC Affiliated Entities and their direct equity holders, refer to as the "VIE arrangements".

Agreements that provide the Group effective control over the Two PRC Affiliated Entities

Loan Agreements

Each of the individual shareholders of Xinbao Investment entered into a loan agreement with the Group’s subsidiary Ying Si Kang Information, evidencing a zero interest loan granted to them, equal to their respective capital contributions to Xinbao Investment. When Ying Si Kang was transferred to Litian in 2014, each of the individual shareholders of Xinbao Investment was released from the agreement with Ying Si Kang and entered into a new loan agreement with another Group’s subsidiary Bao Si Kang Information Technology (Shenzhen) Co., Ltd. ("Bao Si Kang Information"). The terms of the loan agreement are substantially similar to those in the loan agreements of Ying Si Kang Information described above.

In addition, the individual shareholder of Dianliang Information also entered into a loan agreement with the Group’s subsidiary Xinlian Information, evidencing a zero interest loan granted to the individual shareholder, equal to his capital contribution to Dianliang Information. The terms of the loan agreement are substantially similar to those in the loan agreements of Xinbao Investment described above.

F-33
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

Equity Pledge Agreements

Pursuant to the equity pledge agreements between (1) Xinbao Investment, Ying Si Kang Information, and from the later year of 2014 Bao Si Kang Information and the equity holders of Xinbao Investment; and (2) Dianliang Information, Xinlian Information and the equity holder of Dianliang Information, the equity holders of the Two PRC Affiliated Entities have pledged their equity interests in the Two PRC Affiliated Entities to Ying Si Kang Information (later year of 2014 to Bao Si Kang Information) and Xinlian Information to secure their obligations under the loan agreements between (1) Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information) and Xinbao Investment; (2) Dianliang Information and Xinlian Information. During the term of the equity pledge agreements, Xinlian Information and Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information) are entitled to all the dividends declared on the pledged equity interests. The equity pledge agreements will expire when the individual shareholder fully performed his obligations under the loan agreements.

The individual shareholder of Dianliang Information entered into a pledge agreement with the Group’s subsidiary Xinlian Information. The terms of the pledge agreement are substantially similar to those in the pledge agreements of Xinbao Investment described above.

Irrevocable Power of attorney

Pursuant to the power of attorney, the nominee equity holders of the Two PRC Affiliated Entities each executed an irrevocable power of attorney, appointing a person designated by Xinlian Information or Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information) as their attorney-in-fact to vote on their behalf on all matters of the Two PRC Affiliated Entities requiring equity holder approval. If Xinlian Information or Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information) designates the individual shareholders of the Two PRC Affiliated Entities to attend shareholders' meetings of the Two PRC Affiliated Entities, each of the individual shareholders agrees to vote his shares as instructed by Xinlian Information or Ying Si Kang information (later year of 2014 replaced with Bao Si Kang Information).

The Articles of Association of the Two PRC Affiliated Entities state that the major rights of the equity holders include the power to review and approve annual budget, operating strategy and investment plan, elect the members of board of directors and approve their compensation plan. Therefore, through the power of attorney arrangement, Xinlian Information and Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information) have the ability to exercise effective control over the Two PRC Affiliated Entities through equity holder votes and, through such votes, to also control the composition of the board of directors. In addition, the senior management teams of the Two PRC Affiliated Entities are the same as that of Xinlian Information and Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information).

Agreements that provide the Group the option to purchase the equity interests in the Two PRC Affiliated Entities

Exclusive Purchase Option Agreements

Pursuant to the exclusive purchase right agreements, Xinlian Information and Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information) may purchase the entire equity interests in, or all the assets of the Two PRC Affiliated Entities, for a purchase price equal to the amount of the individual shareholder’s actual capital contributions to the Two PRC Affiliated Entities or the minimum price permitted by PRC laws, if and when PRC laws are amended to permit such a transaction.

F-34
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

Agreements that transfer economic benefits to Xinlian Information, Zhonglian Enterprise, and Litian

IT platform related service, consulting service and technology service agreements

Pursuant to IT platform service, technology service and consulting service agreements entered into between the Group’s PRC subsidiary Ying Si Kang Information and most of the subsidiaries of the Two PRC Affiliated Entities, Ying Si Kang Information agreed to grant rights to use the "CNinsure" brand and provide consulting and training services related to finance, taxation, IT platform and internal control compliance and services to ensure the normal operation of the mobile sales support system to most of subsidiaries of the Two PRC Affiliated Entities in exchange for fees payable quarterly calculated as a percentage of revenues of each insurance intermediary. Each of these agreements has an initial term of one year from the signing date and can be renewed each year upon mutual agreement. In 2013, we provided IT platform and software services to most of subsidiaries of the Two PRC Affiliated Entities through another of our PRC subsidiaries, Litian. We ceased providing IT services to these entities in 2014. But we resumed providing such services to these entities through Ying Si Kang Information in 2015.

These contractual arrangements allow the Group to effectively control the Two PRC Affiliated Entities and their subsidiaries, and to derive substantially all of the economic benefits from them. Accordingly, the Group treats the Two PRC Affiliated Entities as VIEs and because the Group is the primary beneficiary of the Two PRC Affiliated Entities, the Group has consolidated the financial results of the Two PRC Affiliated Entities and their subsidiaries.

In addition to the above agreements, which allow the Group to exercise effective control, have an exclusive option to purchase all or part of the equity interests and receive a substantial portion of the economic benefits from the Two PRC Affiliated Entities and their subsidiaries. The Group had also entered into similar contractual arrangements with the non-controlling interest shareholders of Guangdong Meidiya Investment before January, 2015 and Sichuan Yihe Investment Co., Ltd. ("Yihe Investments") before December 2015, respectively. In January 2015, the individual minority shareholders of Meidiya Investment transferred their respective equity interests in Meidiya Investment to CNinsure Group Company, the Group’s wholly-owned subsidiary. In addition, the contractual arrangements among Meidiya Investment, and their respective shareholders and subsidiaries were terminated. Consequently, Meidiya Investment became the Group’s wholly-owned subsidiary and ceased being a consolidated affiliated entity.

In December 2015, the individual minority shareholders of Yihe Investment transferred their respective equity interests in Yihe Investment to Zhonglian Enterprise and Xinlian Information. As a result, Zhonglian Enterprise, Xinlian Information and CNinsure Group Company owns 39.1%, 40.9% and 20% of the equity interests of Yihe Investment, respectively. In addition, the contractual arrangements among Yihe Investment and their respective shareholders and subsidiaries were terminated. Consequently, Yihe Investment became the Group’s wholly-owned subsidiary and ceased being a consolidated affiliated entity.

F-35
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

Risks in relation to VIE Arrangement

The Company believes that the contractual arrangements with PRC Affiliated Entities and their subsidiaries and their current shareholders are in compliance with PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could:

·revoking the business and operating licenses of the Group's PRC subsidiaries and VIEs;
·restricting or prohibiting any related-party transactions among the Group's PRC subsidiaries and VIEs;
·imposing fines or other requirements with which the Group may not be able to comply;
·requiring the Group to restructure the relevant ownership structure or operations; or
·restricting or prohibiting the Group from providing additional funding for its business and operations in China.

The Company's ability to conduct its business may be negatively affected if the PRC government were to carry out any of the aforementioned actions. As a result, the Company may not be able to consolidate the VIEs and their subsidiaries in its financial statements as it may lose the ability to exert effective control over the VIEs and their subsidiaries and its shareholders, and it may lose the ability to receive economic benefits from the VIEs and their subsidiaries.

The interests of the shareholders of the PRC Affiliated Entities may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing the PRC Affiliated Entities not to pay the service fees when required to do so. The Company cannot assure that when conflicts of interest arise, shareholders of the PRC Affiliated Entities will act in the best interests of the Company or that conflicts of interests will be resolved in the Company’s favor. Currently, the Company does not have existing arrangements to address potential conflicts of interest the shareholders of PRC Affiliated Entities may encounter in their capacity as beneficial owners and directors of PRC Affiliated Entities, on the one hand, and as beneficial owners and directors of the Company, on the other hand. The Company believes the shareholders of PRC Affiliated Entities will not act contrary to any of the contractual arrangements and the exclusive option agreements provide the Company with a mechanism to remove the current shareholders of PRC Affiliated Entities should they act to the detriment of the Company. The Company relies on certain current shareholders of PRC Affiliated Entities, as directors and executive officers of the Company, to fulfill their fiduciary duties and abide by laws of the PRC and Cayman Islands and act in the best interest of the Company. If the Company cannot resolve any conflicts of interest or disputes between the Company and the shareholders of PRC Affiliated Entities, the Company would have to rely on legal proceedings, which could result in disruption of its business, and there is substantial uncertainty as to the outcome of any such legal proceedings.

The Group have entered into contractual arrangements with the PRC Affiliated Entities which may be subject to scrutiny by the PRC tax authorities. A finding that the Group owe additional taxes could substantially reduce the consolidated net income of the PRC Affiliated Entities.

The VIEs are principally engaged in the provision of agency and e-business in the PRC.

Relevant PRC laws and regulations restrict the VIE from transferring a portion of its net assets, equivalent to the balance of its statutory reserve and its share capital, to the Company in the form of loans and advances or cash dividends. Please refer to note 20 for disclosure of restricted net assets.

The Group through contractual arrangements with Dianliang Information and Xinbao Investment, it controls the remaining five VIEs as of December 31, 2015 (seven VIEs as of December 31, 2014).

F-36
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

The financial information of the Company’s VIEs and VIEs' subsidiaries as of December 31, 2014 and 2015 and for the years ended December 31, 2013, 2014 and 2015, before intra-group eliminations between VIEs and other group entities, is as follows:

   As of December 31,
   2014  2015
   RMB  RMB
Total assets   63,090    103,740 
Total liabilities   38,716    104,795 

 

   Year Ended December 31,
   2013  2014  2015
   RMB  RMB  RMB
Net Revenues   125,961    72,645    108,133 
Net loss   (3,767)   (9,636)   (14,554)
Net cash used in operating activities   (13,500)   (49,782)   37,943 
Net cash generated from (used in) investing activities   12,041    14,709    (31,682)
Net cash generated from financing activities       33,370     

 

F-37
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

(9)Other Payables and Accrued Expenses

Components of other payables and accrued expenses are as follows:

   As of December 31,
   2014  2015
   RMB  RMB
       
Business and other tax payable   24,987    35,358 
Refundable deposits from employees and agents   9,705    13,239 
Professional fees   17,340    18,553 
Accrued expenses to third parties (note i)    23,677    42,622 
Payables for addition of office equipment, furniture and fixtures   8,618    8,618 
Advance from third parties   8,542    35,808 
Insurance compensation claim payable to customers   1,563    823 
Payable for equity acquisition of investment in affiliates/subsidiaries   4,685    38,495 
Contributions from members of eHuzhu mutual aid program   2,341    8,995 
Others   7,954    11,051 
Total   109,412    213,562 

 

(i)As of December 31, 2015, included in accrued expenses to third parties represents an amount of RMB19,500 payable to Chengdu Puyi Bohui Information Technology Co., Ltd., the shareholder of CNinsure Puyi Fund Sales Co. Ltd. ("Puyi Fund Sales") for marketing activities. The Group beneficially owns 19.5% equity interests in Puyi Fund Sales.

Other payables and accrued expenses are unsecured, interest-free and repayable on demand.

(10)Employee Benefit Plans

Employees of the Group located in the PRC are covered by the retirement schemes defined by local practice and regulations, which are essentially defined contribution plans. The calculation of contributions for these eligible employees is based on 10% to 22% of the applicable payroll cost according to the specific requirements of the local regime government.

In addition, the Group is required by law to contribute certain percentage of applicable salaries for medical insurance benefits, unemployment and other statutory benefits. The contribution percentages may different from district to district which is subject to the specific requirement of local regime government. The PRC government is directly responsible for the payments of the benefits to these employees.

For the years ended December 31, 2013, 2014 and 2015, the Group contributed RMB42,919, RMB45,467 and RMB47,955, respectively.

F-38
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

(11)Income Taxes

The Company is a tax exempted company incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to tax on their income or capital gains. In addition, upon any payments of dividends by the Group to its shareholders, no Cayman Islands withholding tax is imposed.

The Group’s subsidiaries and VIEs incorporated in PRC are subject to Income Tax in the PRC.

The provision for current income taxes of the subsidiaries operating in Hong Kong has been calculated by applying the current rate of taxation of 16.5% for the years ended December 31, 2013, 2014 and 2015, if applicable.

Pursuant to the relevant laws and regulations in the PRC, Litian, Shenzhen CNinsure Software Technology Co., Ltd ("CNinsure Software") and Ying Si Kang Information, the subsidiaries of the Group, were regarded as software companies and thus exempted from PRC Income Tax for two years starting from its first profit-making year, followed by a 50% reduction for the next three years. For Litian, year 2010 was the first profit-making year and accordingly, Litian has made a 12.5% tax provision for its profits for the years ended December 31, 2012, 2013 and 2014. For CNinsure Software, year 2012 was the first profit-making year and accordingly, CNinsure Software has not made any provision for PRC income tax for the years ended December 31, 2012 and 2013, and has made a 12.5% tax provision for its profits for the years ended December 31, 2014 and 2015. For Ying Si Kang Information, year 2014 is the first profit-making year and accordingly it has not made any provision for PRC income tax for the years ended December 31, 2014 and 2015.

The Group accounts for uncertain income tax positions by prescribing a minimum recognition threshold in the financial statements.

As of December 31, 2015, the Group’s liabilities for unrecognized tax benefits were included in other tax liabilities. The movements of unrecognized tax benefits are as follows:

   RMB
Balance as of January 1, 2013   47,589 
Gross increase in prior-period tax positions   3,146 
Balance as of December 31, 2013   50,735 
Offset per FASB ASU No. 2013-11—Income Taxes (Topic 740)   (4,808)
Gross increase in prior-period tax positions   7,928 
Balance as of December 31, 2014   53,855 
Effect per FASB ASU No. 2013-11—Income Taxes (Topic 740)   825 
Gross increase in prior-period tax positions   15,674 
Balance as of December 31, 2015   70,354 

The uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities. Based on the outcome of any future examinations, or as a result of the expiration of statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits for tax positions taken regarding previously filed tax returns, might materially change from those recorded as liabilities for uncertain tax positions in the Group’s consolidated financial statements as of December 31, 2014 and 2015. In addition, the outcome of these examinations may impact the valuation of certain deferred tax assets (such as net operating losses) in future periods. The Group’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits, if any, as a component of income tax expense. The Company does not anticipate any significant increases or decreases to its liability for unrecognized tax benefit within the next twelve months.

F-39
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of income taxes is due to computational errors made by the taxpayer. The statute of limitations will be extended to five years under special circumstances, which are not clearly defined, but an underpayment of income tax liability exceeding RMB100 is specifically listed as a special circumstance. In the case of a transfer pricing related adjustment, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion.

Income tax expenses are comprised of the following:

   Year Ended December 31,
   2013  2014  2015
   RMB  RMB  RMB
Current tax expense   29,436    25,607    26,932 
Deferred tax income   (2,278)   (1,318)   (1,067)
Income tax expense   27,158    24,289    25,865 

 

The principal components of the deferred income tax assets and liabilities are as follows:

   As of December 31,
   2014  2015
   RMB  RMB
Current deferred tax assets:          
Operating loss carryforward   4,313    1,079 
Less: valuation allowances   (4,313)   (1,079)
Current deferred tax asset, net        
           
Non-current deferred tax assets:          
Operating loss carryforward, after offset effect of ASU 2013-11   33,930    27,245 
Less: valuation allowances   (31,292)   (25,587)
Non-current deferred tax asset, net   2,638    1,658 
Total    2,638    1,658 
           
Deferred tax liabilities:          
Intangible assets, net   6,769    3,895 
Investment income   18,162    18,162 
Total   24,931    22,057 

Due to the uncertainty of the level of PRC subsidiaries or VIEs’ taxable income, management does not believe certain subsidiaries or VIEs will generate sufficient taxable income such that it is more likely than not that the deferred tax assets will not be realized. As such, a valuation allowance has been established for these deferred tax assets as of December 31, 2014 and 2015. The Group had total operating loss carry-forwards of RMB166,557 and RMB131,198 as of December 31, 2014 and 2015, respectively. Such operating loss carry-forwards expire five years after the PRC subsidiaries or VIEs incur the loss unless utilized. As of December 31, 2015, the operating loss carry-forwards of RMB14,039, RMB20,306, RMB28,200, RMB34,400 and RMB34,254 is to expire for the years ended December 31, 2016, 2017, 2018, 2019 and 2020, respectively. During the year ended December 31, 2013, 2014 and 2015, nil, nil and RMB4,251, respectively, of tax loss carried forward has been expired and canceled.

F-40
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

Reconciliation between the provision for income taxes computed by applying the PRC enterprise income rate of 25% to net income before income taxes and income of affiliates, and the actual provision for income taxes is as follows:

   Year Ended December 31,
   2013  2014  2015
   RMB  RMB  RMB
Income before income taxes and income of affiliates   106,521    159,720    214,422 
PRC statutory tax rate   25%   25%   25%
Income tax at statutory tax rate   26,630    39,930    53,605 
Expenses not deductible for tax purposes:               
Entertainment   494    579    685 
Other   12,974    6,482    5,176 
Tax exemption and tax relief:               
Tax rate differential   (27,686)   (34,315)   (44,381)
Change in valuation allowance   13,812    2,934    (4,194)
Uncertain tax provisions   3,148    7,928    15,674 
Other   (2,214)   751    (700)
Income tax expense   27,158    24,289    25,865 

 

Additional PRC income taxes that would have been payable without the tax exemption amounted to approximately RMB27,686, RMB34,315 and RMB44,381 for the years ended December 31, 2013, 2014 and 2015, respectively. Without such exemption, the Group’s basic and diluted net profit per share for the year ended December 31, 2013, 2014, and 2015 would have been decreased by RMB0.03, RMB0.03, and RMB0.04 respectively.

Under the New Taxation Law, enterprises are classified as either resident or non-resident. A resident enterprise refers to one that is incorporated under the PRC law or under the law of a jurisdiction outside the PRC with its "de facto management organization" located within the PRC. Non-resident enterprise refers to one that is incorporated under the law of a jurisdiction outside the PRC with its "de facto management organization" located also outside the PRC, but which has either set up institutions or establishments in the PRC or has income originating from the PRC without setting up any institution or establishment in the PRC. Under the New Enterprise Income Tax ("EIT") Implementation Regulation, "de facto management organization" is defined as the organization of an enterprise through which substantial and comprehensive management and control over the business, operations, personnel, accounting and properties of the enterprise are exercised. Under the New Taxation Law and the New EIT Implementation Regulation, a resident enterprise’s global net income will be subject to a 25% EIT rate. On April 22, 2009, the State Administration of Taxation (the "SAT"), issued SAT Circular 82,which provides certain specific criteria for determining whether the "de facto management body" of a PRC-controlled enterprise that is incorporated offshore is located in China. In addition, the SAT issued a bulletin on July 27, 2012 providing more guidance on the implementation of Circular 82 and clarifies matters such as resident status determination. Due to the present uncertainties resulting from the limited PRC tax guidance on this issue, it is unclear that the legal entities organized outside of PRC should be treated as residents for New Taxation Law purposes. Nevertheless, even if one or more of those entities were characterized as PRC tax residents, no significant impact would be expected on the net current tax payable balance and the net deferred tax balance.

If the entities were to be non-resident for PRC tax purpose, dividends paid to it out of profits earned after January 1, 2008 would be subject to a withholding tax. In the case of dividends paid by PRC subsidiaries the withholding tax would be 10% whereas in the case of dividends paid by PRC subsidiaries which are 25% or more directly owned by tax residents in the Hong Kong SAR, the withholding tax would be 5%.

F-41
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

Aggregate undistributed earnings of the Group’s subsidiaries and VIEs in the PRC that are available for distribution to the Group of approximately RMB1,967,287 and RMB1,954,541 as of December 31, 2014 and 2015 respectively, are considered to be indefinitely reinvested, and accordingly, no provision has been made for the dividend withholding taxes that would be payable upon the distribution of those amounts to the Group. If those earnings were to be distributed or they were determined to be no longer permanently reinvested, the Group would have to record a deferred tax liability in respect of those undistributed earnings of approximately RMB196,729 and RMB195,454, respectively.

Under applicable accounting principles, a deferred tax liability should be recorded for taxable temporary differences attributable to the excess of financial reporting over tax basis, including those differences attributable to a more-than-50-percent-owned domestic subsidiary. However, recognition is not required in situations where the tax law provides a means by which the reported amount of that investment can be recovered tax-free and the enterprise expects that it will ultimately use that means. The Group has not recorded any such deferred tax liability attributable to the undistributed earnings of its financial interest in VIE affiliates because the Group believes such excess earnings can be distributed in a manner that would not be subject to tax.

(12)Capital Structure

During 2015, the Company issued 6,754,720 new shares for the exercise of options, representing 0.59% of the total shares outstanding as of December 31, 2015.

During 2015, the Company repurchased 2,261,100 shares from the public market, representing 0.20% of the total shares outstanding as of December 31, 2015.

During 2014, the Company issued 1,704,380 new shares for the exercise of options, representing 0.15% of the total shares outstanding as of December 31, 2014.

In November 2014, the Group entered into share purchase agreements with the Employee Companies, for the issuance of up to 100,000,000 ordinary shares of the Group. In December 2014, the Group increased the new shares issued to the Employee Companies to 150,000,000 ordinary shares. The total 150,000,000 ordinary shares represented approximately 13.04% of the total enlarged outstanding share capital as of December 31, 2014. The subscription price for the 100,000,000 ordinary shares is US$0.27 per ordinary share or US$5.40 per ADS, while the subscription price for the additional 50,000,000 ordinary shares is US$0.29 per ordinary share or US$5.8 per ADS, both of which were the average closing prices for the 20 trading days prior to the board approvals of such transactions. Accordingly, the Group considers that the employees have subscribed these shares at prices that were set at the best estimation of the future market prices on issuance date, and the Group has no intention to compensate the employees with a below market price subscription; therefore, the Group has not recorded any share-based compensation expenses related to any price deviations of the Group’s ordinary shares from the board approval dates to issuances of these shares. The shares purchased by the Employee Companies are subject to 180 days lock-up. The sale of shares to the Employee Companies was completed on December 17, 2014.

In order to facilitate the purchase of shares by employees as described above, the Group has granted a loan to Employee Companies. The loans bear interest at a rate of 3% per annum and is repayable upon the sale of the shares by employees, termination of employment or within two years, whichever comes first. The interest rate is determined with reference to fair market prices and therefore no interest-related compensation expense is recorded. Please refer to note 2(m) for accounting policy details.

 

F-42
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

(13)Net Income per Share

The computation of basic and diluted net income per ordinary share is as follows:

  Year Ended December 31,
   2013  2014  2015
  RMB  RMB  RMB
Basic:         
Net income   99,984    166,080    215,481 
Less: Net income attributable to the noncontrolling interests   4,341    4,320    5,395 
Net income attributable to the Company’s shareholders   95,643    161,760    210,086 
Weighted average number of ordinary shares outstanding   998,861,526    1,005,842,212    1,151,705,374 
Basic net income per ordinary share   0.10    0.16    0.18 
Basic net income per ADS   1.92    3.22    3.65 
                
Diluted:               
Net income   99,984    166,080    215,481 
Less: Net income attributable to the noncontrolling interests   4,341    4,320    5,395 
Net income attributable to the Company’s shareholders   95,643    161,760    210,086 
Weighted average number of ordinary shares outstanding   998,861,526    1,005,842,212    1,151,705,374 
Weighted average number of dilutive potential ordinary shares from share options   1,708,492    6,749,175    51,618,147 
Total   1,000,570,018    1,012,591,387    1,203,323,521 
Diluted net income per ordinary share   0.10    0.16    0.17 
Diluted net income per ADS   1.91    3.19    3.49 

 

During the years ended December 31, 2013, 2014 and 2015, the Company had share options of which would potentially dilute earnings per share in the future, but which were excluded from the computation of diluted earnings per share as their effect would have been antidilutive, such share options consist of 38,222,880, 16,920 and nil, respectively.

(14)Distribution of Profits

As stipulated by the relevant PRC laws and regulations applicable to China’s foreign investment enterprise, the Group’s subsidiaries and VIEs in the PRC are required to maintain non-distributable reserves which include a statutory surplus reserve as of December 31, 2015. Appropriations to the statutory surplus reserve are required to be made at not less than 10% of individual company’s net profit as reported in the PRC statutory financial statements of the Company’s subsidiaries and VIEs. The appropriations to statutory surplus reserve are required until the balance reaches 50% of the registered capital of respective subsidiaries and VIEs.

The statutory surplus reserve is used to offset future losses. These reserves represent appropriations of retained earnings determined according to PRC law and may not be distributed. There are no appropriations to reserves by the Company other than the Group’s subsidiaries and VIEs in the PRC during the periods presented. Amounts contributed to the statutory reserves were RMB198,422 and RMB302,115 as of December 31, 2014 and 2015, respectively.

F-43
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)


(15)Related Party Balances and Transactions

The principal related party balances and transactions as of and for the years ended December 31, 2014 and 2015 are as follows:

 a)Amounts due from related parties:
  As of December 31,
   2014  2015
  RMB  RMB
Amount due from an affiliate and its subsidiaries, net (i)    209,601    36,508 
Subscription receivables (note 2(m) & note 12)   257,491    268,829 

 

(i)The Group agreed to grant a revolving loan with a maximum amount of US$50,000 (equivalent to RMB317,990 as per the agreement) to Sincere Fame and its subsidiaries pursuant to a facility letter entered in October 2011 (the “Facility"). The Facility is valid for two years and is renewed upon mutual agreement for another two years in October 2013 and October 2015. On January 1, 2012, the Group and Sincere Fame further entered into a supplemental loan agreement, which established the legal rights to offset the interests and amounts receivable or payable between the Group and Sincere Fame, and all the subsidiaries of the Group and Sincere Fame. The amounts are unsecured and bear interest at 7.3% and are repayable on demand. As of December 31, 2014 and 2015, the amount due from Sincere Fame and its subsidiaries represented RMB179,681 and nil principal receivable, respectively, and RMB28,420 and RMB36,508 interest receivable respectively. In addition, as of December 31, 2014 and 2015, RMB1,500 and nil account receivables represent the amount due from Sincere Fame and its subsidiaries which are unsecured, interest-free and repayable on demand.
 b)A subsidiary of the Company provided information technology service to an affiliate and charged RMB1,415, nil and nil for the years ended December 31, 2013, 2014, and 2015, respectively.
The Group charged affiliates interest income of RMB6,843, RMB12,170 and RMB8,088 for loans receivable for the years ended December 31, 2013, 2014, and 2015, respectively.
 c)A subsidiary of the Group held a 30% equity interest in Beijing Fanhua Micro-credit Company Limited, on behalf of Shenzhen Fanhua United Investment Group, which is a subsidiary of Sincere Fame.

F-44
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

(16)Commitments and Contingencies

(i) The Group has several non-cancelable operating leases, primarily for office premises.

Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum operating lease payments as of December 31, 2015 are:

   Minimum Lease Payment
   RMB
Year ending December 31:     
2016   31,152 
2017   16,080 
2018   7,516 
2019   6,535 
2020   4,121 
Total   65,404 

 

Rental expenses incurred under operating leases for the years ended December 31, 2013, 2014 and 2015 amounted to RMB30,509, RMB27,455 and RMB36,206, respectively.

(ii) The Group entered into various acquisition agreements which contain certain purchase considerations that are contingent upon future performance of the acquired companies. Please refer to note 3 for more details.

(17)Concentrations of Credit Risk

Concentration risks

Details of the customers accounting for 10% or more of total net revenues from commissions and fees are as follows:

   Year ended December 31,
   2013  % of sales  2014  % of sales   2015  % of sales
   RMB     RMB     RMB   
PICC Property and Casualty Company Limited ("PICC")   346,405    20%   442,608    21%   676,939    24%
China Pacific Property Insurance Co., Ltd. ("CPIC")   204,983    12%   255,655    12%   315,961    11%
Ping An Property & Casualty Insurance Company of China, Ltd. ("Ping An").   248,102    14%   294,228    14%   283,935    10%
    799,490    46%   992,491    47%   1,276,835    45%

 

F-45
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

Details of the customers which accounted for 10% or more of accounts receivable are as follows:

   As of December 31,
   2014  %  2015  %
   RMB     RMB   
PICC.   32,117    17%   53,851    22%
CPIC   22,927    12%   28,947    12%
Ping An.   28,903    16%   *    * 
Huaxia Life Insurance Company Limited   

*

    

*

    26,456    11%
    83,947    45%   109,254    45%

* represented less than 10% of account receivables as of the year end.

The Group performs ongoing credit evaluations of its customers and related parties and generally does not require collateral on accounts receivable.

The Group places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

The Group performs ongoing credit evaluations on the amounts due from Sincere Fame and its subsidiaries (note 15(a)(i)). As the Group has significant influences over the operations of Sincere Fame through its equity investment in Sincere Fame, and in view of the historically positive operating results of Sincere Fame and its subsidiaries, the Group considered that the credit risks on the amounts due from an affiliate and its subsidiaries are not significant.

Currency risk

Except for the proceeds from the initial public offering and the follow-on offering (which were in USD), substantially all of the revenue-generating operations of the Group are transacted in RMB, which is not freely convertible into foreign currencies. On January 1, 1994, the PRC government abolished the dual rate system and introduced a single rate of exchange as quoted by the People’s Bank of China. However, the unification of the exchange rate does not imply convertibility of RMB into USD or other foreign currencies. All foreign exchange transactions must take place either through the People’s Bank of China or other institutions authorized to buy and sell foreign exchange or at a swap center. Approval of foreign currency payments by the People’s Bank of China or other institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.

(18)Non-Cash Transactions

The Group entered into the following non-cash investing and financing activities:

   Year ended December 31,
   2013  2014  2015
   RMB  RMB  RMB
Considerations payable in connection with acquisition of additional interests in subsidiaries       4,685    34,310 
Considerations payable in connection with other investment    3,720         
Subscription receivables from employee companies (Note 2(m) & Note 12)       257,491     

 

F-46
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

(19)Share-based Compensation

 

2014 InsCom Options

 

On March 29, 2012, the shareholders of InsCom Holdings Limited ("InsCom"), a private subsidiary of which the Group has a 65.1% equity interest, have resolved on the adoption of a share incentive plan, under which the maximum number of ordinary shares that can be granted is 202,400,000 shares, equal to 20% of the total number of ordinary shares outstanding at InsCom as at March 28, 2012, and that the board of directors are authorized to grant such options.

On July 1, 2014, InsCom granted stock options to purchase 3,477,281 of its ordinary shares to its entrepreneurial agents and 8,189,000 ordinary shares to its employees (the "2014 InsCom Options"). The number of options that the grantees are entitled to in each year will be calculated based on the key performance indicator scores of the grantees in the respective prior year and subject to their continued services to the InsCom and the Group. For options granted to agents, 3,477,281 ordinary shares ("Option K1") shall vest on June 30, 2015, and the expiration date is December 31, 2016. For options granted to employees, ordinary shares of 4,259,000 ("Option K2") shall vest on July 1, 2014, and the remaining ordinary shares of 3,930,000 ("Option K3") shall vest on June 30, 2015, the expiration date is June 30, 2020. The 2014 InsCom Options have an exercise price of RMB0.028 per ordinary share. There is no intrinsic value of the options as of the date of grant.

As of the grant date and the periods presented, the fair values of the 2014 InsCom Options were estimated to be of nominal values. The share-based compensation expenses related to the 2014 InsCom Options was RMB109 and nil for the years ended December 31, 2014 and 2015, respectively. No shares of 2014 InsCom Options had been exercised.

2013 InsCom Options

 

On June 24, 2013, InsCom granted stock options to purchase 5,914,312 of its ordinary shares to its entrepreneurial agents and 14,744,000 ordinary shares to its and the Group's employees (the "2013 InsCom Options"). The number of options that the grantees are entitled to in each year will be calculated based on the key performance indicator scores of the grantees in the respective prior year and subject to their continued services to the InsCom and the Group. For options granted to agents, 60,000 ordinary shares ("Option J1") was vested immediately on June 24, 2013, and the remaining ("Option J2") of the award options shall vest on June 30, 2014, the expiration date for options granted to agents is December 31, 2014. For options granted to employees ("Option J3"), the vesting date is June 30, 2014, and the expiration date is June 30, 2018. The 2013 InsCom Options have an exercise price of RMB1.20 per ordinary share. The exercise price and expiration date for 2013 InsCom Options was later modified) (See "option modification" section of the note). There is no intrinsic value of the options as of the date of grant.

As of the grant date and the periods presented, the fair values of the 2013 InsCom Options were estimated to be of nominal values. The share-based compensation expenses related to the 2013 InsCom Options was RMB6, nil and nil for the years ended December 31, 2013, 2014 and 2015, respectively. No shares of 2013 InsCom Options had been exercised.

F-47
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

2012 InsCom Options

On April 2, 2012, InsCom granted stock options to purchase 36,515,586 of its ordinary shares to its entrepreneurial agents and 24,492,750 ordinary shares to its and the Group's employees (the "2012 InsCom Options"). Pursuant to the option agreements entered into between the Company and the option grantees, the options shall vest over a two-year period from 2012 to 2013. The number of options that the grantees are entitled to in each year will be calculated based on the key performance indicator scores of the grantees in the respective prior year and subject to their continued services to the InsCom and the Group. For options granted to agents, 86% ("Option I1") was vested immediately on April 2, 2012, and the remaining 14% ("Option I2") of the award options shall vest on June 30, 2013. The expiration date for options granted to agents is December 31, 2014. For options granted to employees, 36% ("Option I3") was vested immediately on April 2, 2012, and the remaining 64% ("Option I4") of the award options shall vest on June 30, 2013, and the expiration date for options granted to employees is June 30, 2017. The 2012 InsCom Options have an exercise price of RMB1.00 per ordinary share. The exercise price and expiration date for 2012 InsCom Options was later modified) (See "option modification" section of the note). There is no intrinsic value of the options as of the date of grant.

As of the grant date and the periods presented, the fair values of the 2012 InsCom Options were estimated to be of nominal values. The share-based compensation expenses related to the 2012 InsCom Options was RMB6, nil and nil for the years ended December 31, 2013, 2014 and 2015 respectively. As of December31, 2015, no shares of 2012 InsCom Options had been exercised.

2012 Option

 

a.2012 Options G

 

On March 12, 2012, the Company granted options ("2012 Options G") to its directors and employees to purchase up to 92,845,000 ordinary shares of the Company. Pursuant to the option agreements entered into between the Company and the option grantees, the options shall vest over a five-year service period from 2012 to 2016. The members of the board of directors of the Company received 8,800,000 stock options, which require continued services to the Company but with no other performance conditions. For the rest of the 2012 Option G awards, the number of options that the grantees are entitled to in each year will be calculated based on the key performance indicator scores of the grantees in the respective prior year and subject to their continued employment with the Company. Accordingly, 20% ("Option G1"), 20% ("Option G2"), 25% ("Option G3"), 20% ("Option G4") and 15% ("Option G5") of the award options shall vest on May 31 each of the years 2012 to 2016, respectively. The expiration date of the 2012 Options is March 12, 2022. The 2012 Options G had an exercise price of US$0.30 (RMB1.90) and an intrinsic value of US$0.04 (RMB0.26) per ordinary share, except for the 3,200,000 options granted to the two independent directors which had an exercise price of US$0.31 (RMB1.98) and an intrinsic value of US$0.03(RMB0.17) per ordinary share. The exercise price for Option G was later modified to US$0.001 (RMB0.006) and the number of shares are reduced by half (See "option modification" section of the note). The fair value of the options was determined by using the Black-Scholes option pricing model with the following assumptions:

   Option G1  Option G2  Option G3  Option G4  Option G5
Weight average assumptions – expected dividend yield   0%   0%   0%   0%   0%
Risk-free interest rate   2.02%   2.16%   2.29%   2.42%   2.55%
Expected life (years)   5.11    5.61   6.11    6.61    7.11 
Expected volatility   74.54%   74.54%   74.54%   74.54%   74.54%

 

F-48
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

The expected dividend yield was estimated by the Company based on its dividend policy over the expected life of the options. Risk-free interest rate was estimated based on the USD Treasury Bond Yield and pro-rated according to the tenor of the options plus a risk premium of 1.05% to cater the higher sovereign risk of China. The expected term was estimated by taking into consideration the expiration period and the vesting terms. Expected volatility was estimated based on the longest available historical annualized daily volatilities of the Company.

For the years ended December 31, 2013, 2014 and 2015, share-based compensation expenses of RMB35,732, RMB22,200 and RMB12,940 were recognized in connection with the 2012 Options G, respectively. During the years ended December 31, 2015, 5,923,620 shares of 2012 Options G had been exercised. During the years ended December 31, 2013, 2014 and 2015, 786,670, 932,305 and 114,250 shares of 2012 Options G, respectively, were forfeited due to employee resignations. No share-based compensation expense related to the forfeited options was recognized.

b.2012 Options H

 

On March 12, 2012, the Company granted options ("2012 Options H") to its entrepreneurial agents and captains (non-employees) to purchase 3,800,000 ordinary shares of the Company, of which 3,000,000 and 800,000 options were granted to agents and captains respectively. Pursuant to the option agreements entered into between the Company and the option grantees, 40% ("Option H1"), 40% ("Option H2") and 20% ("Option H3") of the 3,000,000 award options granted to agents shall vest in May 31, 2014, 2015 and 2016 of each year respectively; and 40% ("Option H4"), 40% ("Option H5") and 20% ("Option H6") of the 800,000 award options granted to captains shall vest in May 31, 2013, 2014 and 2015 of each year respectively. The number of options that the grantees are entitled to in each year of 2013 to 2016 will be calculated based on the key performance indicator scores of the grantees in the respective prior year and subject to their continued agent services with the Company. The expiration date of the 2012 Options H is March 12, 2022. The 2012 Options H had an exercise price of US$0.30 (RMB1.90), which was later modified to US$0.001 (RMB0.006) (See "option modification" section of the note) and an intrinsic value of US$0.04 (RMB0.26) per ordinary share as of the date of grant.

The fair value of the options was determined by using the Black-Scholes option pricing model with the following assumptions as of December 31, 2015, exclude Option H1, H4 and H5, and H2 and H6 which were vested on May 31, 2013, May 31, 2014 and May 31, 2015 respectively:

   Option H3
Stock price per underlying ordinary shares   US$0.46 
Weight average assumptions – expected dividend yield   0%
Risk-free interest rate   1.60%
Expected life   4.31 
Expected volatility   64.83%

 

The expected dividend yield was estimated by the Company based on its dividend policy over the expected life of the options. Risk-free interest rate was estimated based on the USD Treasury Bond Yield and pro-rated according to the tenor of the options plus a risk premium of 1.05% to cater the higher sovereign risk of China. The expected term was estimated by taking into consideration the expiration period and the vesting terms. Expected volatility was estimated based on daily stock prices of comparable companies for a period with length commensurate to expected term.

F-49
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

For the years ended December 31, 2013, 2014 and 2015, share-based compensation expenses of RMB1,288, RMB1,289 and RMB1,213 were recognized in connection with the 2012 Options H, respectively. During the year ended December 31, 2015, 62,140 of 2012 Options H had been exercised. During the years ended December 31, 2013, 2014 and 2015,143,664, 898,740 and 284,978 shares of 2012 Options H, respectively, were forfeited due to termination of agency contracts. No share-based compensation expense related to the forfeited options was recognized.

2009 Options

On March 9, 2009, the Company granted options ("2009 Options") to its employees to purchase 10,000,000 ordinary shares of the Company. Pursuant to the option agreements entered into between the Company and the option grantees, the options shall vest over a four-year period, with 30% ("Option D1"), 30% ("Option D2"), 20% ("Option D3") and the remaining 20% ("Option D4") of the options vesting on March 31 of each of the years 2010 to 2013, respectively, subject to the continuous employment of the option grantees and their key performance indicators ("KPI") results for the year 2009. The expiration date of the 2009 Options is March 31, 2015, which was later modified to December 31, 2017 (See "option modification" section of the note). The 2009 Options have an exercise price of US$0.34 (RMB2.30) per ordinary share, equal to the price per ordinary share quoted on the Nasdaq Global Select Market at the date of passing the resolutions. There is no intrinsic value of the options as of the date of grant. The fair value of the options was determined by using the Black-Scholes option pricing model with the following assumptions:

   Option D1  Option D2  Option D3  Option D4
Weight average assumptions – expected dividend yield   0%   0%   0%   0%
Risk-free interest rate   3.35%   3.51%   3.55%   3.61%
Expected life (years)   3.56    4.06    4.56    5.06 
Expected volatility   33.0%   31.9%   32.2%   31.2%

 

During the years ended December 31, 2015, 394,420 shares of 2009 Options had been exercised. The expected term was estimated by taking into consideration the expiration period and the vesting terms. Expected volatility was estimated based on daily stock prices of comparable companies for a period with length commensurate to expected term.

For the years ended December 31, 2013, 2014 and 2015, share-based compensation expenses of RMB238, nil and nil was recognized in connection with the 2009 Options respectively, excluding the incremental expenses related to the option modification in December 2013 (See "option modification" section of the note). During the years ended December 31, 2013, 2014 and 2015, 231,600, 110,900 and 30,100 shares of 2009 Options, respectively, were forfeited due to employee resignations. No share-based compensation expense related to the forfeited options was recognized.

F-50
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

2008 Options

On November 21, 2008, the Company granted options to purchase 32,000,000 ordinary shares of the Company to certain directors and employees ("2008 Options"). Pursuant to the option agreements entered into between the Company and the option grantees, the options shall vest over a four-year period, with 30% ("Option C1"), 30% ("Option C2"), 20% ("Option C3") and the remaining 20% ("Option C4") of the options vesting on March 31 of each of the years 2010 to 2013, respectively, subject to the continuous employment of the option grantees and their KPI results for the year 2009. The expiration date of the 2008 Options is March 31, 2015, which was later modified to December 31, 2017 (See "option modification" section of the note). The 2008 Options have an exercise price of US$0.28 (RMB1.90), equal to the fair value of the Company’s share price at the grant date. There is no intrinsic value of the options as of the date of grant. The fair value of the options was determined by using the Black-Scholes option pricing model with the following assumptions:

   Option C1  Option C2  Option C3  Option C4
Weight average assumptions – expected dividend yield   0%   0%   0%   0%
Risk-free interest rate   3.70%   3.71%   3.93%   4.07%
Expected life (years)   3.86    4.36    4.86    5.36 
Expected volatility   28.2%   28.9%   28.0%   27.6%

During the year ended December 31, 2015, 374,540 shares of 2008 Options had been exercised. The expected term was estimated by taking into consideration the expiration period and the vesting terms. Expected volatility was estimated based on daily stock prices of comparable companies for a period with length commensurate to expected term.

For the years ended December 31, 2013, 2014 and 2015, share-based compensation expenses of RMB946, nil and nil, respectively, was recognized in connection with 2008 Options, excluding the incremental expenses related to the option modification in December 2013 (See "option modification" section of the note). During the years ended December 31, 2013, 2014 and 2015 respectively, 269,800, 171,700 and nil shares of 2008 Options, respectively, were forfeited due to employee resignations. No share-based compensation expense related to the forfeited options was recognized.

Option modification

In December 2013, the board of directors approved an option modification to extend the expiration dates of the outstanding 2008 Options and 2009 Options to December 31, 2017. Other terms of the options grants remain unchanged. The Company had taken a modification charge for the incremental compensation cost of RMB6,700 to the consolidated statement of income and comprehensive income for the year ended December 31, 2013, the period in which the modification occurred.

In December 2013, the chairman of InsCom approved an option modification to extend the expiration dates of all InsCom options for one year and revised the exercise price of the options to RMB0.025 per ordinary share, the fair value as of the modification date. The Company had taken a modification charge for the incremental compensation cost of RMB401 to the consolidated statement of income and comprehensive income for the year ended December 31, 2013, the period in which the modification occurred.

In November 2014, the board and compensation committee passed a resolution to modify the exercise price of the 2012 Options. The exercise price of the remaining unexercised the 2012 Options was reduced from $0.30 per ordinary share (for certain directors, officers, key employees and sales agents) and $0.31 per ordinary share (for one independent director who is a resident of the United States) to $0.001 per ordinary share while the maximum aggregate award of 96,645,000 ordinary shares was reduced to 46,722,500 ordinary shares. The options are subject to the same service period. As of December 31, 2014, except for the options granted to one of the independent directors, outstanding options to purchase 91,327,722 ordinary shares were modified into 45,663,861 shares options. There was no incremental cost as a result of such option modification.

F-51
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

In October 2015, the chairman of InsCom approved an option modification to extend the expiration dates of 2012 InsCom options and 2013 InsCom options to December 31, 2020. Other terms of the options grants remain unchanged. The Company had taken a modification charge for the incremental compensation cost of RMB100 to the consolidated statement of income and comprehensive income for the year ended December 31, 2015, the period in which the modification occurred.

For each of the three years ended December 31, 2013, 2014 and 2015, changes in the status of outstanding options, excluding the InsCom options, were as follows:

   Number of
options
  Weighted average exercise price in RMB  Aggregate Intrinsic Value
RMB
Outstanding as of January 1, 2013   133,161,231    1.92    15,436 
Forfeited   (1,431,734)   1.96      
Outstanding as of December 31, 2013   131,729,497    1.92    15,436 
Exercised   (1,704,380)   2.09      
Forfeited   (2,113,656)   1.92      
Modification of the 2012 Options   (45,663,861)   1.90      
Outstanding as of December 31, 2014   82,247,600    1.93    10,177 
Exercised   (6,754,720)   1.92      
Forfeited   (429,328)   1.93      
Outstanding as of December 31, 2015   75,063,552    1.93    70,931 
Exercisable as of December 31, 2015   67,775,401    1.94    63,801 

 

As of December 31, 2015, there were a total of 7,288,151 outstanding unvested options for the Group. As of December 31, 2015, there was RMB4,893 of total unrecognized compensation cost related to share options granted in 2012, which was expected to be recognized in the year of 2016.

No 2012 InsCom Options was exercised, or cancelled during the years ended December 31, 2014 and 2015. There was negligible unrecognized cost as of December 31, 2015. As of December 31, 2015, 6,036,035 shares of 2012 InsCom Options were forfeited because of resignation of the option holders. As of December 31, 2015, 54,972,301 shares of the 2012 InsCom Options were outstanding and exercisable, with weighted average remaining contractual life of 5 years and exercise price of RMB0.025 per ordinary share.

No 2013 InsCom Options was exercised or cancelled during the years ended December 31, 2014 and 2015, and there was no unrecognized cost expected to be recognized as of December 31, 2015. As of December 31, 2015, 4,119,879 shares were forfeited. As of December 31, 2015, 16,538,433 shares of the 2013 InsCom Options were outstanding and exercisable, with weighted average remaining contractual life of 5 years and exercise price of RMB0.025 per ordinary share.

No 2014 InsCom Options was exercised or cancelled during the years ended December 31, 2014 and 2015, and there was no unrecognized cost expected to be recognized as of December 31, 2015. As of December 31, 2015, 2,073,794 shares were forfeited. As of December 31, 2015, 9,592,487 shares of the 2014 InsCom Options were outstanding and exercisable, with weighted average remaining contractual life of 3.8 years and exercise price of RMB0.028 per ordinary share.

F-52
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

The following table summarizes information about the Company’s share option plans for the years ended December 31, 2013, 2014 and 2015, excluding the InsCom options, were:

   Year ended December 31,
   2013  2014  2015
   RMB  RMB  RMB
Weighted-average grant-date fair value per share of options granted            
Total intrinsic value of options exercised       837    17,399 
Total fair value of share options vested   34,362    44,912    38,178 

 

The following table summarizes information about the Company’s stock option plans as of December 31, 2015, excluding the InsCom options, were:

   Options outstanding  Weighted average remaining contractual life (Years)  Weighted average exercise price in RMB  Options Exercisable
2012 Options G   39,838,822    6.25    0.006    32,770,447 
2012 Options H   1,023,310    6.25    0.006    803,534 
2009 Options    6,575,480    2.00    2.30    6,575,480 
2008 Options    27,625,940    2.00    1.90    27,625,940 
Total   75,063,552              67,775,401 

(20)Restricted Net Assets

Relevant PRC statutory laws and regulations permit payments of dividends by the Group’s PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. As a result of these PRC laws and regulations, the Group’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets either in the form of dividends, loans or advances. As of December 31, 2014 and 2015, the Company had restricted net assets of RMB2,055,417 and RMB2,164,132 (including RMB131,313 and RMB78,847 restricted share capital and statutory reserve of the VIEs), respectively, which were not eligible to be distributed. These amounts were comprised of the registered capital of the Company’s PRC subsidiaries and the statutory reserves disclosed in note 14.

(21)Segment Reporting

The Group operated three operating segments: (1) insurance agency business segment, which mainly consists of providing agency services for P&C insurance products and life insurance products to individual clients, (2) insurance brokerage business segment, which mainly consists of providing P&C and life insurance brokerage services to institutional clients, and (3) claims adjusting segment, which consists of providing pre-underwriting survey, claim adjusting, disposal of residual value, loading and unloading supervision and consulting services. Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the Group's chief operating decision maker in deciding how to allocate resources and in assessing performance.

 

F-53
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)

The following table shows the Group’s operations by business segment for the years ended December 31, 2013, 2014 and 2015. Other includes revenue and expenses that are not allocated to reportable segments and corporate related items.

   Year ended December 31,
   2013   2014  2015  2015
   RMB   RMB  RMB  US$
Net revenues                    
Agency   1,418,512    1,624,410    2,155,264    332,716 
Brokerage   63,418    232,620    369,198    56,994 
Claims Adjusting   261,206    292,981    303,846    46,906 
Other   13,888             
Total net revenues   1,757,024    2,150,011    2,828,308    436,616 
Operating costs and expenses                    
Agency   (1,305,306)   (1,486,871)   (1,969,329)   (304,012)
Brokerage   (53,719)   (197,017)   (319,124)   (49,264)
Claims Adjusting   (234,129)   (275,539)   (292,613)   (45,171)
Other   (145,884)   (159,685)   (168,720)   (26,046)
Total operating costs and expenses   (1,739,038)   (2,119,112)   (2,749,786)   (424,493)
Income (loss) from operations                    
Agency   113,206    137,539    185,935    28,704 
Brokerage   9,699    35,603    50,074    7,730 
Claims Adjusting   27,077    17,442    11,233    1,735 
Other   (131,996)   (159,685)   (168,720)   (26,046)
Total income from operations   17,986    30,899    78,522    12,123 

 

   As of December 31,
   2014  2015  2015
   RMB  RMB  US$
Segment assets               
Agency   1,682,305    454,803    70,209 
Brokerage   118,139    160,286    24,744 
Claims Adjusting   116,877    226,121    34,907 
Other   1,831,165    3,173,218    489,861 
Total assets   3,748,486    4,014,428    619,721 

 

Substantially all of the Group’s revenues for the three years ended December 31, 2013, 2014 and 2015 were generated from the PRC. A substantial portion of the identifiable assets of the Group is located in the PRC. Accordingly, no geographical segments are presented.

 

F-54
 

CNINSURE INC.

Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)


(22)Subsequent event

In January 2016, the individual shareholder of Dianliang Information, transferred 100% of the equity interest of Dianliang Information to Tibet Zhuli Investment Co., Ltd., a wholly-owned subsidiary if the Group. As a result, Dianliang Information become the wholly-owned subsidiaries and the Group have obtained direct equity ownership in all of the insurance intermediary businesses and an online mutual aid platform in the PRC.

In January 2016, the NEEQ reportedly informed brokerage firms that the listings of all non-mainstream financial services companies will be temporarily suspended. It is unclear whether or not CISLA will be treated as a non-mainstream financial services company and how the decision may affect the listing of CISLA. But it may prolong the review process by the NEEQ and increase uncertainty as to when and whether the listing application will be approved. The proposed listing may not be successful and the Group may incur substantial costs in connection with the proposed listing.

In March 2016, during the fourth session of the 12th National People’s Congress, it was announced that the VAT reform will be fully rolled out and extended to all industries including construction, real estate, financial services and lifestyle services. Subsequently, the State Administration of Taxation and Ministry of Finance jointly issued a Notice on Preparing for the Full Implementation of the VAT Reform (Cai Shui [2016] No. 32). Accordingly, the Group will pay value-added tax instead of business tax starting from May 1, 2016. The Group is in the process of evaluating the impact on the consolidated financial statements.

 

F-55
 

CNINSURE INC.

 

SCHEDULE 1—CONDENSED FINANCIAL STATEMENTS OF THE COMPANY

 

Balance Sheets

 

(In thousands, except for shares)

 

 

   As of December 31,
   2014  2015  2015
   RMB  RMB  US$
ASSETS:               
Current assets:               
Cash and cash equivalents   9,707    5,349    826 
Other receivables    296    213,806    33,006 
Amounts due from subsidiaries   1,539,702    1,394,118    215,215 
Total current assets   1,549,705    1,613,273    249,047 
Non-current assets:               
Investment in subsidiaries   1,700,295    1,736,488    268,067 
Total assets   3,250,000    3,349,761    517,114 
                
LIABILITIES AND SHAREHOLDERS’ EQUITY:               
Current liabilities:               
Other payables   2,723    4,602    710 
Amounts due to subsidiaries   36,525    27,729    4,281 
Total liabilities   39,248    32,331    4,991 
Ordinary shares (Authorized shares:10,000,000,000 at US$0.001 each; issued and outstanding shares: 1,150,565,906 and 1,155,059,526 as of December 31, 2014 and 2015, respectively)   8,563    8,592    1,326 
Additional paid-in capital   2,601,401    2,454,244    378,870 
Retained earnings   963,385    1,173,471    181,153 
Accumulated other comprehensive loss   (105,106)   (50,048)   (7,726)
Subscription receivables   (257,491)   (268,829)   (41,500)
Total shareholders’ equity   3,210,752    3,317,430    512,123 
Total liabilities and shareholders' equity   3,250,000    3,349,761    517,114 

 

 

F-56
 

CNINSURE INC.

SCHEDULE 1—CONDENSED FINANCIAL STATEMENTS OF THE COMPANY—(Continued)

Statements of Income and Comprehensive Income

 

(In thousands)

 

   Year Ended December 31,
   2013  2014  2015  2015
   RMB  RMB  RMB  US$
General and administrative expenses   (50,633)   (31,191)   (19,839)   (3,062)
Interest income   6,847    12,464    15,913    2,456 
Equity in earnings of subsidiaries   139,429    180,487    214,012    33,038 
Net income   95,643    161,760    210,086    32,432 
Other comprehensive (loss) income, net of tax:                
Foreign currency translation adjustments   (6,982)   6,008    6,153    949 
Share of other comprehensive income of affiliates, net of tax           37,567    5,799 
Comprehensive income attributable to the Company's shareholders   88,661    167,768    253,806    39,180 

 

 

 

 

F-57
 

CNINSURE INC.

 

SCHEDULE 1—CONDENSED FINANCIAL STATEMENTS OF THE COMPANY — (Continued)

 

Statements of Shareholders’ Equity

 

(In thousands, except for shares)

 

 

  Share Capital     Treasury Stock    Accumulated      
  Number of
Share
  Amounts  Additional
Paid-in
Capital
  Number of
Share
  Amounts  Retained
Earnings
  Other
Comprehensive Income
  Subscription Receivables  Total
  RMB  RMB  RMB  RMB  RMB  RMB  RMB  RMB  RMB
Balance as of January 1, 2013   998,861,526    7,624    2,284,906            705,982    (104,132)       2,894,380 
Net income                       95,643            95,643 
Foreign currency translation                           (6,982)       (6,982)
Share-based compensation           44,904                        44,904 
Other           152                        152 
Balance as of December 31, 2013   998,861,526    7,624    2,329,962            801,625    (111,114)       3,028,097 
Net income                       161,760            161,760 
Issue new shares to employees   150,000,000    928    256,563                    (257,491)    
Foreign currency translation                           6,008        6,008 
Exercise of share options   1,704,380    11    3,172                        3,183 
Share-based compensation           23,598                        23,598 
Other           (11,894)                       (11,894)
Balance as of December 31, 2014   1,150,565,906    8,563    2,601,401            963,385    (105,106)   (257,491)   3,210,752 
Net income                       210,086            210,086 
Foreign currency translation                           17,491    (11,338)   6,153 
Repurchase of ordinary shares               (2,261,100)   (6,276)               (6,276)
Exercise of share options   4,493,620    29    (4,787)   2,261,100    6,276                1,518 
Share-based compensation           17,653                        17,653 
Acquisition of additional interest in a subsidiary           (160,023)                       (160,023)
Share of other comprehensive income in affiliates                           37,567        37,567 
Balance as of December 31, 2015   1,155,059,526    8,592    2,454,244            1,173,471    (50,048)   (268,829)   3,317,430 
Balance as of December 31, 2015 in US$         1,326    378,870           181,153   (7,726)   (41,500)   512,123 

 

 

F-58
 

CNINSURE INC.

 

SCHEDULE 1—CONDENSED FINANCIAL STATEMENTS OF THE COMPANY — (Continued)

 

Statements of Cash Flows 

(In thousands)

 

 

   Year Ended December 31,
   2013  2014  2015  2015
   RMB  RMB  RMB  US$
OPERATING ACTIVITIES                    
Net income    95,643    161,760    210,086    32,432 
Adjustments to reconcile net income to net cash generated from (used in) operating activities:                    
Equity in earnings of subsidiaries   (139,016)   (180,487)   (214,012)   (33,038)
Compensation expenses associated with stock options   44,904    23,598    17,653    2,725 
Changes in operating assets and liabilities:                    
Other receivables   1,212    39,810    (213,510)   (32,959)
Other payables   (582)   (42,379)   1,879    291 
Net cash generated from (used in) operating activities   2,161    2,302    (197,904)   (30,549)
Cash flows from investing activities                    
(Increase) decrease in investment in subsidiaries   (34,102)   29,853    55,363    8,546 
Advances from (to) subsidiaries   37,337    (43,110)   136,788    21,116 
Disposal of subsidiaries   (1,532)            
Net cash generated from (used in) investing activities   1,703    (13,257)   192,151    29,662 
Cash flows from financing activities:                    
Proceeds on exercise of stock options       3,183    1,518    234 
Repurchase ordinary shares           (6,276)   (969)
Net cash generated from (used in) financing activities       3,183    (4,758)   (735)
Net increase (decrease) in cash and cash equivalents   3,864    (7,772)   (10,511)   (1,622)
Cash and cash equivalents at beginning of year   14,589    11,471    9,707    1,499 
Effect of exchange rate changes on cash and cash equivalents   (6,982)   6,008    6,153    949 
Cash and cash equivalents at end of year   11,471    9,707    5,349    826 

 

 

F-59
 

CNINSURE INC.

Note to Schedule 1

(In thousands, except for shares)

 

Schedule 1 has been provided pursuant to the requirements of Rule 12-04(a), 5-04(c) and 4-08(e)(3) of Regulation S-X, which require condensed financial statements as to the financial position, changes in financial position and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of the consolidated and unconsolidated subsidiaries (including variable interest entities) together exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. As of December 31, 2015, RMB2,164,132 of the restricted capital and reserves are not available for distribution, and as such, the condensed financial statements of the Company have been presented for the years ended December 31, 2014 and 2015.

 

 

 

 

 

 

 

 

F-60

 

EX-4.15 2 exh_415.htm EXHIBIT 4.15

Exhibit 4.15

 

English Translation for Reference

 

FORM OF IT PLATFORM SERVICE AGREEMENT

 

Party A:                                                          (hereinafter referred to as “Party A”)

 

Party B: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. (hereinafter referred to as “Party B”)

 

Pursuant to the requirements of the Contract Law of the People's Republic of China and other relevant laws and regulations, and based on the principles of equality and mutual benefit, Party A and Party B hereby enter into this Agreement in respect of the service of system platform and jointly observe the following terms:

 

1.Service items

 

During the term of the system platform service, Party A shall be entitled to the following services:

 

(1)Service for the provision of spaces: Party B shall provide spaces for system operation and data storage to Party A’ s system platform so as to ensure the smooth operation of Party A’ s system within reasonable space;

 

(2)Data maintenance service: It shall include the daily maintenance and backup of data, as well as the specific data maintenance service provided by Party B’ s specialists with expertise in technologies in connection with any data errors caused by Party A due to whatever reasons during its use of the system platform.

 

(3)Service in relation to the system safety and efficiency: Party B shall provide operation and maintenance services for the operating system, high availability cluster multi-processing (HACMP), database, middleware and backup software on which the platform system of the customer runs in order to improve the safety, stability, efficiency and rationality of the system platform of Party A;

 

(4)On-site support service: Party A may enjoy on-site support service provided by the technical advisors of Party B;

 

(5)Software maintenance of the system platform: It shall include maintenance services, such as optimizing some functions of the system, adding minor functions and making minor adjustments to the operation and operating process etc.

 

2.Term of service

 

The term for the operation service provided by Party B to Party A shall commence from January 2015 and end in December 2015. After the expiration of the term of service, Party A shall execute a separate IT platform service agreement if it still requires such service.

 

3.Service fees

 

The system platform service fees shall be charged at a certain percentage of the monthly operating revenue of Party A. Both parties agree to negotiating adjustments to the fee level every three months.

 

 
 

4.Settlement of service fees

 

Party B shall confirm the service fees with Party A at the end of each month in accordance with the charge rate set forth herein, and Party A shall provide the Service Fees Confirmation, which shall then be signed by both parties for confirmation.

 

5.Payment method

 

Party A shall pay the system platform service fees to Party B once at the end of each quarter.

 

6.Liabilities of Party A

 

1.Party A shall ensure the use and management of the system platform. It shall also ensure the safety of the permitted operation environment (including computers, printers and other related hardware equipments), which will provide a safeguard for the normal operation of the system platform;

 

2.Party A shall regularly back up any data in the system and keep them properly;

 

3.When Party B provides the system platform service, Party A shall designate its employees to cooperate with Party B and provide necessary equipment according to the requirements of Party B;

 

4.When Party B completes the system platform service, Party A shall cooperate with Party B to check if the operation of the system is normal.

 

7.Liabilities of Party B

 

Party B shall provide the service for the system platform to Party A in accordance this Agreement.

 

8.Amendment, termination and discharge of this Agreement

 

1.After this Agreement comes into effect, neither party shall at its own discretion amend, terminate and discharge this Agreement without a unanimous agreement between the parties through consultation.

 

2.This Agreement may be amended or discharged after a unanimous agreement is made by the parties through consultation, and a supplemental agreement shall be signed in respect thereof.

 

9.Liabilities for breach

 

1.After this Agreement comes into effect, Party A and Party B shall fully perform their respective obligations hereunder. Any party who breaches this Agreement shall indemnify the other party against all losses resulting from such breach.

 

2.If Party A fails to pay the contractual sum of this Agreement as scheduled, Party B shall be entitled to request Party A to make such payment at once.

 

10.Miscellaneous

 

1.Any disputes between Party A and Party B in connection with this Agreement shall be settled by both parties hereto through consultation, and if no settlement can be reached through consultation, any party may bring a legal action in the court at the place where the defendant is domiciled and the disputes shall be judged pursuant to the laws of the PRC.

 

 
 

2.This Agreement shall become effective once it is signed or sealed by the legal representative or authorized representative of the parties.

 

3.This Agreement is executed in two originals, with each of Party A and Party B holding one original.

 

 

 

Party A: ______________________________   Party B: Ying Si Kang Information Technology (Shenzhen) Co., Ltd.
     
Representative: ____________________________   Representative: ____________________________
     
Date: _____(mm) _______ (dd) _______ (yy)   Date: ____(mm) ______(dd) ______ (yy)

 

 

 

 

EX-8.1 3 exh_81.htm EXHIBIT 8.1

EXHIBIT 8.1

List of Subsidiaries and Affiliated Entities

(As of March 31, 2016)

 

Subsidiaries

Percentage Attributable to Our Company

Place of Incorporation

1. CISG Holdings Ltd. (1) 100% BVI
2. Minkfair Insurance Management Limited (2) 100% Hong Kong
3. CNinsure Holdings Ltd. (3) 100% BVI& Hong Kong
4. CNinsure Zhonglian Enterprise Image Planning (Shenzhen) Co., Ltd. (also known Fanhua Zhonglian Enterprise Image Planning (Shenzhen) Co., Ltd.). (4) 100% PRC
5. CNinsure Xinlian Information Technology Consulting (Shenzhen) Co., Ltd.(also known as Fanhua Xinlian Information Technology Consulting (Shenzhen) Co., Ltd.) (4) 100% PRC
6. CNinsure Insurance Sales Service Group Company Limited (formerly known as Shenzhen Fanhua Nanfeng Investment Holding Co., Ltd.) (5) 100% PRC
7. Guangdong Meidiya Investment Co., Ltd. (6) 100% PRC
8. Shenzhen Bangbang Auto Services Co., Ltd. (6) 100% PRC
9. Shenzhen Qunabao Information Technology Co., Ltd. (6) 100% PRC
10. Litian Zhuoyue Software (Beijing) Co., Ltd. (6) 100% PRC
11. Beijing Fanlian Investment Co., Ltd. (7) 100% PRC
12. Guangzhou Zhongqi Enterprise Management Consulting Co., Ltd. (8) 100% PRC
13. Tibet Zhuli Investment Co. Ltd.(8) 100% PRC
14. Beijing Ruisike Management Consulting Co., Ltd. (9) 100% PRC
15. Ying Si Kang Information Technology (Shenzhen) Co., Ltd. (10) 100% PRC
16. Sichuan Yihe Investment Co., Ltd.(11) 100% PRC
17. Fujian CNinsure Investment Co. Ltd. ( also known as Fujian Fanhua Investment Co. Ltd.) (12) 100% PRC
18. Shenzhen Dianlian Information Technology Co., Ltd. (13) 100% PRC
19. InsCom Service Limited (14) 100% CAI
20. InsCom Management Limited(15) 100% BVI
21. InsCom Century Limited(16) 100% HK
22. Guangdong Ying Si Kang Information Technology Consulting Co., Ltd. (17) 100% PRC
       
 

 

 

Subsidiaries

Percentage Attributable to Our Company

Place of Incorporation

 

Insurance Agencies

23. CNinsure Times Insurance Sales & Service Co., Ltd. (6) 100% PRC
24. Dongguan Zhongxin Insurance Agency Co., Ltd. (6) 100% PRC
25. Fujian CNinsure Xinheng Insurance Agency Co., Ltd. (also known as Fujian Fanhua Xinheng Insurance Agency Co., Ltd.) (12) 100% PRC
26. CNinsure Lianxing Insurance Sales Co., Ltd.(also known as Fanhua Lianxing Insurance Sales Co., Ltd.) (18) 100% PRC
27. Sichuan CNinsure Insurance Agency Co., Ltd.(also known as Sichuan Fanhua Insurance Agency Co., Ltd.) (19) 100% PRC
28. Beijing Fanlian Insurance Agency Co., Ltd.(19) 100% PRC
29. Beijing CNinsure Insurance Agency Co., Ltd. (also known as Beijing Fanhua Insurance Agency Co., Ltd.)(19) 100% PRC
30. Beijing CNinsure Fumin Insurance Agency Co., Ltd. (also known as Beijing Fanhua Fumin Insurance Agency Co., Ltd.)(19) 100% PRC
31. Guangzhou CNinsure Yi’an Insurance Agency Co., Ltd. (also known as Guangzhou Fanhua Yi’an Insurance Agency Co., Ltd.) (19) 100% PRC
32. Foshan Tuohua Insurance Agency Co., Ltd.(19) 100% PRC
33. Dongguan Nanfeng Jiayu Insurance Agency Co., Ltd.(19) 100% PRC
34. Fujian CNinsure Guoxin Insurance Agency Co., Ltd. (also known as Fujian Fanhua Guoxin Insurance Agency Co., Ltd.) (19) 100% PRC
35. Hangzhou CNinsure Zhixin Insurance Agency Co., Ltd.(also known as Hangzhou Fanhua Zhixin Insurance Agency Co., Ltd.) (19) 100% PRC
36. Tianjin CNinsure Xianghe Insurance Agency Co., Ltd. (also known as Tianjin Fanhua Xianghe Insurance Agency Co., Ltd.) (19) 100% PRC
37. Changsha Lianyi Insurance Agency Co., Ltd.(19) 100% PRC
38. Henan CNinsure Anlian Insurance Agency Co., Ltd. (also known as Henan Fanhua Anlian Insurance Agency Co., Ltd.) (19) 100% PRC
39. Ninbo Baolian Insurance Agency Co., Ltd.(19) 100% PRC
40. Wenzhou Huilian Insurance Agency Co., Ltd. (19) 100% PRC
41. Nanjing Yukai Insurance Agency Co., Ltd. (19) 100% PRC
       
 

 

 

Subsidiaries

Percentage Attributable to Our Company

Place of Incorporation

       
42. Guangdong CNinsure Nanfeng Insurance Agency Co., Ltd. (also known as Guangdong Fanhua Nanfeng Insurance Agency Co., Ltd.)(19) 100% PRC
43. Jiangmen CNinsure Zhicheng Insurance Agency Co., Ltd. (also known as Jiangmen Fanhua Zhicheng Insurance Agency Co., Ltd.) (19) 100% PRC
44. Shenyang Fangda Insurance Agency Co., Ltd.(19) 100% PRC
45. Hunan CNinsure Insurance Agency Co., Ltd. (also known as Hunan Fanhua Insurance Agency Co., Ltd.) (20) 55% PRC
46. Guangdong Fanhua Bluecross Health Management Co.,Ltd(21) 100% PRC
47. Hubei CNinsure Insurance Agency Co., Ltd. (also known as Hubei Fanhua Insurance Agency Co., Ltd.) (21) 100% PRC
48. Liaoning CNinsure Gena Insurance Agency Co., Ltd. (also known as Liaoning Fanhua Gena Insurance Agency Co., Ltd.)( 21) 100% PRC
49. Zhejiang CNinsure Tongchuang Insurance Agency Co., Ltd. (also known as Zhejiang Fanhua Tongchuang Insurance Agency Co., Ltd.)( 21) 100% PRC
50. Jiangsu CNinsure Lianchuang Insurance Agency Co., Ltd. (also known as Jiangsu Fanhua Lianchuang Insurance Agency Co., Ltd.) (21) 100% PRC
51. Sichuan CNinsure Xintai Insurance Agency Co., Ltd. (also known as Sichuan Fanhua Xintai Insurance Agency Co., Ltd.) (21) 100% PRC
52. Shanghai CNinsure Guosheng Insurance Agency Co., Ltd. (also known as Shanghai Fanhua Guosheng Insurance Agency Co., Ltd.) (21) 100% PRC
53. Jiangxi CNinsure Insurance Agency Co., Ltd. (also known as Jiangxi Fanhua Insurance Agency Co., Ltd.) (21) 100% PRC
54. Shenzhen CNinsure Nanfeng Insurance Agency Co., Ltd. (also known as Shenzhen Fanhua Nanfeng Insurance Agency Co., Ltd.)(22) 100% PRC
55. Jiaxing Lianbao Insurance Agency Co., Ltd. (23) 100% PRC
56. Hebei Fanlian Insurance Agency Co., Ltd.(24) 87.5% PRC
       
Insurance Brokerage Firms
57. CNinsure Bocheng Insurance Brokerage Co., Ltd. (also known as Fanhua Bocheng Insurance Brokerage Co., Ltd.)(6) 100% PRC
58. CNinsure Kafusi Insurance Brokerage Co., Ltd. (also known as Fanhua Kafusi Insurance Brokerage Co., Ltd.)(19) 100% PRC
       
 

 

 

Subsidiaries

Percentage Attributable to Our Company

Place of Incorporation

       
Insurance Claims Adjusting Firms
59. Guangdong CNinsure Fangzhong Investment Management Co., Ltd. (also known as Guangdong Fanhua Fangzhong Investment Management Co., Ltd.) (25) 51% PRC
60. CNinsure Insurance Surveyors & Loss Adjustors Co., Ltd. (also known as Fanhua Insurance Surveyors & Loss Adjustors Co., Ltd.) (26) 44.7% PRC
61. Shanghai CNinsure Teamhead Insurance Surveyors & Loss Adjustors Co., Ltd. (also known as Shanghai Fanhua Teamhead Insurance Surveyors & Loss Adjustors Co., Ltd.) (27) 44.7% PRC
62. Shenzhen CNinsure Training Co., Ltd. (also known as Shenzhen Fanhua Training Co., Ltd.)(27) 44.7% PRC
63. Shenzhen CNinsure Software Technology Co., Ltd. (also known as Shenzhen Fanhua Software Technology Co., Ltd.) (27) 44.7% PRC
64. Shenzhen Huazhong United Technology Co., Ltd. (28) 44.7% PRC
65. Guangzhou Suiyuan Insurance Surveyors & Loss Adjustors Co., Ltd. (6) 100% PRC
       
Baoxian.com    
66. InsCom Holdings Limited (14) 65.1% BVI
67. InsCom Group Limited(29) 65.1% BVI
68. InsCom HK Limited(30) 65.1% Hong Kong
69. Bao Si Kang Information Technology (Shenzhen) Co., Ltd.(31) 65.1% PRC

       

Affiliated Entities

Percentage Attributable to Our Company

Place of Incorporation

1. Shenzhen Xinbao Investment Management Co., Ltd. (32) 65.1% PRC
2. CNinsure Century Insurance Sales & Service Co., Ltd. (also known as Fanhua Shiji Insurance Co., Ltd.) (33) 65.1% PRC
3. Beijing Ying Si Kang Investment Management Co., Ltd. (33) 65.1% PRC
4. Shenzhen InsCom E-commerce Co., Ltd.(34) 65.1% PRC
5. CNinsure Puyi Fund Sales Co., Ltd. (also known as Fanhua Puyi Investment Management Co., Ltd.)(35) 19.5% PRC
6. Sincere Fame International Limited(36) 20.6% BVI
7. Shenzhen Chetong Network Co., Ltd. (37) 8.9% PRC
8. Shanghai Teamhead Automobile Surveyors Co., Ltd. (38) 20.4% PRC

 

 

 

____________________

 

(1)100% of the equity interests in this company are held directly by CNinsure Inc..
(2)100% of the equity interests in this company are held directly by CISG holdings Ltd..
(3)100% of the equity interests in this company are held directly by Minkfair Insurance Management Limited.
(4)100% of the equity interests in this company are held directly by CNinsure Holdings Ltd..
(5)We beneficially own 100% equity interests in this Company, of which 7.2%, 10.8% and 82% of the equity interests in this company are held by CNinsure Xinlian Information Technology Consulting (Shenzhen) Co., Ltd., CNinsure Zhonglian Enterprise Image Planning (Shenzhen) Co., Ltd. and Tibet Zhuli Investment Co. Ltd., respectively.
(6)100% of the equity interests in this company are held directly by CNinsure Insurance Sales Service Group Company Limited.
(7)100% of the equity interests in this company are held directly by CNinsure Xinlian Information Technology Consulting (Shenzhen) Co., Ltd..
(8)100% of the equity interests in this company are held directly by Beijing Fanlian Investment Co., Ltd..
(9)95% of the equity interests in this company are held directly by Beijing Fanlian Investment Co., Ltd. and the remaining 5% by Guangzhou Zhongqi Enterprise Management Consulting Co., Ltd..
(10)100% of the equity interests in this company are held directly by Litian Zhuoyue Software (Beijing) Co., Ltd..
(11)We beneficially own 100% equity interests in this company, of which 39.14%, 40.86% and 20% of the equity interests in this company are held by CNinsure Zhonglian Enterprise Image Planning (Shenzhen) Co., Ltd., CNinsure Xinlian Information Technology Consulting (Shenzhen) Co., Ltd. and CNinsure Insurance Sales Group Company Limited, respectively.
(12)We beneficially own 100% equity interests in each of these companies, of which 55% of the equity interests in each of these companies are held directly by Guangdong Meidiya Investment Co., Ltd. and the remaining 45% by Sichuan Yihe Investment Co., Ltd..
(13)100% of the equity interests in this company are held directly by Tibet Zhuli Investment Co., Ltd..
(14)65.1% of the equity interest in this company are held directly by CISG Holdings Ltd..
(15)100% of the equity interests in this company are held directly by Inscom Service Limited.
(16)100% of the equity interests in this company are held directly by Inscom Management Limited.
(17)100% of the equity interests in this company are held directly by InsCom Century Limited.
(18)We beneficially own 100% equity interest in this company, of which 99% of the equity interests are held directly by CNinsure Insurance Sales Service Group Company Limited and the remaining 1% by CNinsure Xinlian Information Technology Consulting (Shenzhen) Co., Ltd..
(19)100% of the equity interests in each of these company are held directly by CNinsure Times Insurance Sales & Service Co., Ltd..
(20)55% of the equity interests in each of these companies are held directly by CNinsure Lianxing Insurance Sales Co., Ltd..
(21)100% of the equity interests in each of these companies are held directly by CNinsure Lianxing Insurance Sales Co., Ltd..
(22)100% of the equity interests in this company are held directly by Guangdong CNinsure Nanfeng Insurance Agency Co., Ltd..
(23)We beneficially owned 100% of the equity interests in this company, of which 70% of the equity interests in this company are held directly by CNinsure Times Insurance Sales & Service Co., Ltd. and the remaining 30% by Meidiya Investment Co., Ltd..
(24)87.5% of the equity interests in this company are held directly by CNinsure Times Insurance Sales & Service Co., Ltd..
(25)51% of the equity interests in this company are held directly by Guangdong Meidiya Investment Co., Ltd..

 

 
(26)44.7% of the equity interests in the company are held directly by Guangdong Meidiya Investment Co., Ltd..
(27)100% of the equity interests in each of these companies are held directly by CNinsure Insurance Surveyors & Loss Adjustors Co., Ltd., in which we beneficially own 44.7% of the equity interests.
(28)100% of the equity interests in the company are held directly by Shenzhen CNinsure Software Technology Co., Ltd., in which we beneficially own 44.7% of the equity interests.
(29)100% of the equity interests in this company are held directly by Inscom Holdings Limited, in which we beneficially own 65.1% of the equity interests.
(30)100% of the equity interests in this company are held directly by Inscom Group Limited, in which we beneficially own 65.1% of the equity interests.
(31)100% of the equity interests in this company are held directly by Inscom HK Limited, in which we beneficially own 65.1% of the equity interests.
(32)We beneficially own 65.1% of the equity interests in the company.
(33)100% of the equity interests in each of these companies are held directly by Shenzhen Xinbao Investment Management Co., Ltd. in which we beneficially own 65.1% of the equity interests.
(34)100% of the equity interests in this company are held directly by CNinsure Century Insurance Sales & Service Co., Ltd..
(35)19.5% of the equity interests in this company are held directly by Beijing Fanlian Investment Co., Ltd..
(36)20.6% of the equity interests in this company are held directly by CISG Holdings Ltd..
(37)We beneficially own 8.9% equity interests in this company. 19.9% of the equity interests in this company are held directly by CNinsure Insurance Surveyors & Loss Adjustors Co., Ltd., in which we beneficially own 44.7% of the equity interests.
(38)40% of the equity interests in this company are held directly by Shanghai CNinsure Teamhead Surveyors & Loss Adjustors Co., Ltd..

 

EX-12.1 4 exh_121.htm EXHIBIT 12.1

EXHIBIT 12.1

Certification by the Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Chunlin Wang, certify that:

1. I have reviewed this annual report on Form 20-F of CNinsure Inc. (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: April 21, 2016    
       
By: /s/ Chunlin Wang    
Name:   Chunlin Wang    
Title: Chief Executive Officer    
     

 

 

EX-12.2 5 exh_122.htm EXHIBIT 12.2

EXHIBIT 12.2

Certification by the Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Peng Ge, certify that:

1. I have reviewed this annual report on Form 20-F of CNinsure Inc. (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. 

Date: April 21, 2016    
       
By: /s/ Peng Ge    
Name:   Peng Ge    
Title: Chief Financial Officer    
     

 

EX-13.1 6 exh_131.htm EXHIBIT 13.1

EXHIBIT 13.1

Certification by the Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the Annual Report of CNinsure Inc. (the “Company”) on Form 20-F for the year ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chunlin Wang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

  (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.    

 

 

Date: April 21, 2016    
       
By: /s/ Chunlin Wang    
Name:   Chunlin Wang    
Title: Chief Executive Officer    
     

 

EX-13.2 7 exh_132.htm EXHIBIT 13.2

EXHIBIT 13.2

Certification by the Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the Annual Report of CNinsure Inc. (the “Company”) on Form 20-F for the year ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peng Ge, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

  (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.    

 

 

Date: April 21, 2016    
       
By: /s/ Peng Ge    
Name:   Peng Ge    
Title: Chief Financial Officer    
     

EX-15.1 8 exh_151.htm EXHIBIT 15.1

EXHIBIT 15.1

 

[Letterhead of Maples and Calder]

 

 

Our ref SSY/628018-000001/9432213v3  
Direct tel +852 3690 7498  
Email sophie.yu@maplesandcalder.com  

 

 

CNinsure Inc.

27/F, Pearl River Tower

No. 15 West Zhujiang Road

Guangzhou, Guangdong 510623

People’s Republic of China

21 April, 2016

Dear Sirs

Re: CNinsure Inc. (the “Company”)

We consent to the reference to our firm under the headings “Cayman Islands Taxation” and “Corporate Governance” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2015, which will be filed with the Securities and Exchange Commission in the month of April 2016.

 

 

 

Yours faithfully

 

/s/ Maples and Calder

Maples and Calder

 

EX-15.2 9 exh_152.htm EXHIBIT 15.2

EXHIBIT 15.2

 

[Letterhead of Global Law Office]

 

 

April 21, 2016

 

To:CNinsure Inc.

 

27/F, Pearl River Tower
No. 15 West Zhujiang Road
Guangzhou, Guangdong 510623
People’s Republic of China

 

 

Dear Sirs,

 

We hereby consent to the reference to our firm under the headings “Risk Factors”, “Regulation” and “Organizational Structure” in CNinsure Inc.’s Annual Report on Form 20-F for the year ended December 31, 2015, which will be filed with the Securities and Exchange Commission in April 2016.

 

 

Yours faithfully,

 

/s/ Global Law Office

Global Law Office

 

EX-15.3 10 exh_153.htm EXHIBIT 15.3

EXHIBIT 15.3

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We consent to the incorporation by reference in Registration Statements No. 333-156486 and No. 333-151271 on Form S-8 of our reports dated April 21, 2016, relating to the consolidated financial statements and financial statement schedule of CNinsure Inc., its subsidiaries and variable interest entities (the “Group”) which report expresses an unqualified opinion and includes an explanatory paragraph relating to the translation of Renminbi amounts into U.S. dollar amounts for the convenience of the readers) and the effectiveness of the Group’s internal control over financial reporting, appearing in the Annual Report on Form 20-F of the Group for the year ended December 31, 2015.

 

/s/ Deloitte Touche Tohmatsu
Certified Public Accountants

Hong Kong

April 21, 2016

GRAPHIC 11 corp.jpg GRAPHIC begin 644 corp.jpg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�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end EX-101.INS 12 cisg-20151231.xml XBRL INSTANCE FILE 0001413855 2014-12-31 0001413855 2015-12-31 0001413855 cisg:VariableInterestEntitiesWithoutRecourseMember 2014-12-31 0001413855 cisg:VariableInterestEntitiesWithoutRecourseMember 2015-12-31 0001413855 cisg:AgencyMember 2013-01-01 2013-12-31 0001413855 cisg:AgencyMember 2014-01-01 2014-12-31 0001413855 cisg:AgencyMember 2015-01-01 2015-12-31 0001413855 cisg:BrokerageMember 2013-01-01 2013-12-31 0001413855 cisg:BrokerageMember 2014-01-01 2014-12-31 0001413855 cisg:BrokerageMember 2015-01-01 2015-12-31 0001413855 cisg:ClaimsAdjustingSegmentMember 2013-01-01 2013-12-31 0001413855 cisg:ClaimsAdjustingSegmentMember 2014-01-01 2014-12-31 0001413855 cisg:ClaimsAdjustingSegmentMember 2015-01-01 2015-12-31 0001413855 us-gaap:AllOtherSegmentsMember 2013-01-01 2013-12-31 0001413855 2013-01-01 2013-12-31 0001413855 2014-01-01 2014-12-31 0001413855 2015-01-01 2015-12-31 0001413855 cisg:AmericanDepositarySharesMember 2013-01-01 2013-12-31 0001413855 cisg:AmericanDepositarySharesMember 2014-01-01 2014-12-31 0001413855 cisg:AmericanDepositarySharesMember 2015-01-01 2015-12-31 0001413855 us-gaap:CommonStockMember 2012-12-31 0001413855 us-gaap:AdditionalPaidInCapitalMember 2012-12-31 0001413855 us-gaap:RetainedEarningsAppropriatedMember 2012-12-31 0001413855 us-gaap:RetainedEarningsMember 2012-12-31 0001413855 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2012-12-31 0001413855 us-gaap:NoncontrollingInterestMember 2012-12-31 0001413855 2012-12-31 0001413855 us-gaap:RetainedEarningsMember 2013-01-01 2013-12-31 0001413855 us-gaap:NoncontrollingInterestMember 2013-01-01 2013-12-31 0001413855 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2013-01-01 2013-12-31 0001413855 us-gaap:AdditionalPaidInCapitalMember 2013-01-01 2013-12-31 0001413855 us-gaap:RetainedEarningsAppropriatedMember 2013-01-01 2013-12-31 0001413855 us-gaap:CommonStockMember 2013-12-31 0001413855 us-gaap:AdditionalPaidInCapitalMember 2013-12-31 0001413855 us-gaap:RetainedEarningsAppropriatedMember 2013-12-31 0001413855 us-gaap:RetainedEarningsMember 2013-12-31 0001413855 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2013-12-31 0001413855 us-gaap:NoncontrollingInterestMember 2013-12-31 0001413855 2013-12-31 0001413855 us-gaap:RetainedEarningsMember 2014-01-01 2014-12-31 0001413855 us-gaap:NoncontrollingInterestMember 2014-01-01 2014-12-31 0001413855 us-gaap:CommonStockMember 2014-01-01 2014-12-31 0001413855 us-gaap:AdditionalPaidInCapitalMember 2014-01-01 2014-12-31 0001413855 cisg:SubscriptionReceivablesMember 2014-01-01 2014-12-31 0001413855 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2014-01-01 2014-12-31 0001413855 us-gaap:RetainedEarningsAppropriatedMember 2014-01-01 2014-12-31 0001413855 us-gaap:CommonStockMember 2014-12-31 0001413855 us-gaap:AdditionalPaidInCapitalMember 2014-12-31 0001413855 us-gaap:RetainedEarningsAppropriatedMember 2014-12-31 0001413855 us-gaap:RetainedEarningsMember 2014-12-31 0001413855 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2014-12-31 0001413855 cisg:SubscriptionReceivablesMember 2014-12-31 0001413855 us-gaap:NoncontrollingInterestMember 2014-12-31 0001413855 us-gaap:RetainedEarningsMember 2015-01-01 2015-12-31 0001413855 us-gaap:NoncontrollingInterestMember 2015-01-01 2015-12-31 0001413855 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2015-01-01 2015-12-31 0001413855 cisg:SubscriptionReceivablesMember 2015-01-01 2015-12-31 0001413855 us-gaap:TreasuryStockMember 2015-01-01 2015-12-31 0001413855 us-gaap:CommonStockMember 2015-01-01 2015-12-31 0001413855 us-gaap:AdditionalPaidInCapitalMember 2015-01-01 2015-12-31 0001413855 us-gaap:RetainedEarningsAppropriatedMember 2015-01-01 2015-12-31 0001413855 us-gaap:CommonStockMember 2015-12-31 0001413855 us-gaap:AdditionalPaidInCapitalMember 2015-12-31 0001413855 us-gaap:RetainedEarningsAppropriatedMember 2015-12-31 0001413855 us-gaap:RetainedEarningsMember 2015-12-31 0001413855 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2015-12-31 0001413855 cisg:SubscriptionReceivablesMember 2015-12-31 0001413855 us-gaap:NoncontrollingInterestMember 2015-12-31 0001413855 us-gaap:MaximumMember 2015-01-01 2015-12-31 0001413855 cisg:EmployeeCompaniesMember cisg:SharePurchaseAgreementsSharePrice1Member 2014-12-01 2014-12-31 0001413855 cisg:EmployeeCompaniesMember cisg:SharePurchaseAgreementsSharePrice1Member 2014-12-31 0001413855 cisg:EmployeeCompaniesMember cisg:SharePurchaseAgreementsSharePrice2Member 2014-12-01 2014-12-31 0001413855 cisg:EmployeeCompaniesMember cisg:SharePurchaseAgreementsSharePrice2Member 2014-12-31 0001413855 cisg:EmployeeCompaniesMember 2014-12-01 2014-12-31 0001413855 us-gaap:MaximumMember cisg:EmployeeCompaniesMember 2014-12-01 2014-12-31 0001413855 cisg:ValueAddedTaxesMember 2014-01-01 2014-12-31 0001413855 cisg:ValueAddedTaxesMember 2015-01-01 2015-12-31 0001413855 currency:CNY 2015-12-31 0001413855 us-gaap:BuildingMember us-gaap:MinimumMember 2015-01-01 2015-12-31 0001413855 us-gaap:BuildingMember us-gaap:MaximumMember 2015-01-01 2015-12-31 0001413855 us-gaap:BuildingMember 2015-12-31 0001413855 us-gaap:FurnitureAndFixturesMember us-gaap:MinimumMember 2015-01-01 2015-12-31 0001413855 us-gaap:FurnitureAndFixturesMember us-gaap:MaximumMember 2015-01-01 2015-12-31 0001413855 us-gaap:FurnitureAndFixturesMember us-gaap:MinimumMember 2015-12-31 0001413855 us-gaap:FurnitureAndFixturesMember us-gaap:MaximumMember 2015-12-31 0001413855 us-gaap:AutomobilesMember us-gaap:MinimumMember 2015-01-01 2015-12-31 0001413855 us-gaap:AutomobilesMember us-gaap:MaximumMember 2015-01-01 2015-12-31 0001413855 us-gaap:AutomobilesMember us-gaap:MinimumMember 2015-12-31 0001413855 us-gaap:AutomobilesMember us-gaap:MaximumMember 2015-12-31 0001413855 us-gaap:LeaseholdImprovementsMember 2015-01-01 2015-12-31 0001413855 us-gaap:LeaseholdImprovementsMember 2015-12-31 0001413855 us-gaap:OperatingExpenseMember 2013-01-01 2013-12-31 0001413855 us-gaap:OperatingExpenseMember 2014-01-01 2014-12-31 0001413855 us-gaap:OperatingExpenseMember 2015-01-01 2015-12-31 0001413855 us-gaap:SellingAndMarketingExpenseMember 2013-01-01 2013-12-31 0001413855 us-gaap:SellingAndMarketingExpenseMember 2014-01-01 2014-12-31 0001413855 us-gaap:SellingAndMarketingExpenseMember 2015-01-01 2015-12-31 0001413855 us-gaap:GeneralAndAdministrativeExpenseMember 2013-01-01 2013-12-31 0001413855 us-gaap:GeneralAndAdministrativeExpenseMember 2014-01-01 2014-12-31 0001413855 us-gaap:GeneralAndAdministrativeExpenseMember 2015-01-01 2015-12-31 0001413855 cisg:BrandNamesMember 2014-12-31 0001413855 us-gaap:TradeNamesMember us-gaap:MinimumMember 2014-01-01 2014-12-31 0001413855 us-gaap:TradeNamesMember us-gaap:MaximumMember 2014-01-01 2014-12-31 0001413855 us-gaap:TradeNamesMember 2014-12-31 0001413855 us-gaap:CustomerRelationshipsMember us-gaap:MinimumMember 2014-01-01 2014-12-31 0001413855 us-gaap:CustomerRelationshipsMember us-gaap:MaximumMember 2014-01-01 2014-12-31 0001413855 us-gaap:CustomerRelationshipsMember 2014-12-31 0001413855 us-gaap:NoncompeteAgreementsMember us-gaap:MinimumMember 2014-01-01 2014-12-31 0001413855 us-gaap:NoncompeteAgreementsMember us-gaap:MaximumMember 2014-01-01 2014-12-31 0001413855 us-gaap:NoncompeteAgreementsMember 2014-12-31 0001413855 cisg:AgencyAgreementAndLicenseMember us-gaap:MinimumMember 2014-01-01 2014-12-31 0001413855 cisg:AgencyAgreementAndLicenseMember us-gaap:MaximumMember 2014-01-01 2014-12-31 0001413855 cisg:AgencyAgreementAndLicenseMember 2014-12-31 0001413855 us-gaap:ComputerSoftwareIntangibleAssetMember us-gaap:MinimumMember 2014-01-01 2014-12-31 0001413855 us-gaap:ComputerSoftwareIntangibleAssetMember us-gaap:MaximumMember 2014-01-01 2014-12-31 0001413855 us-gaap:ComputerSoftwareIntangibleAssetMember 2014-12-31 0001413855 cisg:BrandNamesMember 2015-12-31 0001413855 us-gaap:TradeNamesMember us-gaap:MinimumMember 2015-01-01 2015-12-31 0001413855 us-gaap:TradeNamesMember us-gaap:MaximumMember 2015-01-01 2015-12-31 0001413855 us-gaap:TradeNamesMember 2015-12-31 0001413855 us-gaap:CustomerRelationshipsMember us-gaap:MinimumMember 2015-01-01 2015-12-31 0001413855 us-gaap:CustomerRelationshipsMember us-gaap:MaximumMember 2015-01-01 2015-12-31 0001413855 us-gaap:CustomerRelationshipsMember 2015-12-31 0001413855 us-gaap:NoncompeteAgreementsMember us-gaap:MinimumMember 2015-01-01 2015-12-31 0001413855 us-gaap:NoncompeteAgreementsMember us-gaap:MaximumMember 2015-01-01 2015-12-31 0001413855 us-gaap:NoncompeteAgreementsMember 2015-12-31 0001413855 cisg:AgencyAgreementAndLicenseMember us-gaap:MinimumMember 2015-01-01 2015-12-31 0001413855 cisg:AgencyAgreementAndLicenseMember us-gaap:MaximumMember 2015-01-01 2015-12-31 0001413855 cisg:AgencyAgreementAndLicenseMember 2015-12-31 0001413855 us-gaap:ComputerSoftwareIntangibleAssetMember us-gaap:MinimumMember 2015-01-01 2015-12-31 0001413855 us-gaap:ComputerSoftwareIntangibleAssetMember us-gaap:MaximumMember 2015-01-01 2015-12-31 0001413855 us-gaap:ComputerSoftwareIntangibleAssetMember 2015-12-31 0001413855 us-gaap:DebtSecuritiesMember 2015-12-31 0001413855 us-gaap:FairValueInputsLevel2Member us-gaap:DebtSecuritiesMember 2015-12-31 0001413855 us-gaap:DebtSecuritiesMember 2014-12-31 0001413855 us-gaap:FairValueInputsLevel2Member us-gaap:DebtSecuritiesMember 2014-12-31 0001413855 cisg:FangzhongMember 2014-12-31 0001413855 cisg:CISLAMember cisg:FangzhongMember 2014-01-01 2014-12-31 0001413855 cisg:CISLAMember cisg:YuanqianAndLongqianMember 2015-06-30 0001413855 cisg:CISLAMember cisg:YuanqianAndLongqianMember 2015-06-30 2015-06-30 0001413855 cisg:CISLAMember cisg:FangzhongMember 2015-06-01 2015-06-30 0001413855 cisg:CISLAMember cisg:MeidiyaInvestmentsMember cisg:FangzhongMember 2015-06-01 2015-06-30 0001413855 cisg:CISLAMember cisg:The22IndividualsMember cisg:FangzhongMember 2015-06-01 2015-06-30 0001413855 cisg:MeidiyaInvestmentsMember cisg:CISLAMember cisg:FangzhongMember 2015-07-01 2015-07-31 0001413855 cisg:The22IndividualsMember cisg:CISLAMember cisg:FangzhongMember 2015-07-01 2015-07-31 0001413855 cisg:FangzhongMember 2015-07-31 0001413855 cisg:YuanqianLongqianAnd22IndividualMember 2015-01-01 2015-12-31 0001413855 cisg:ChetongNetworkMember 2015-07-01 2015-07-31 0001413855 cisg:TheManagementAndEmployeesOfChetongNetworkMember cisg:ChetongNetworkMember 2015-07-01 2015-07-31 0001413855 cisg:ChetongNetworkMember cisg:CISLAMember 2015-07-01 2015-07-31 0001413855 cisg:WenzhouMember 2014-04-30 0001413855 cisg:NanjingMember 2014-04-01 2014-04-30 0001413855 cisg:WenzhouMember 2014-04-01 2014-04-30 0001413855 cisg:JiaxingMember 2014-04-30 0001413855 cisg:JiaxingMember 2014-04-01 2014-04-30 0001413855 cisg:NanjingMember 2014-05-01 0001413855 cisg:WenzhouMember 2014-05-01 0001413855 cisg:JiaxingMember 2014-05-01 0001413855 cisg:PAndCSegmentMember 2014-05-01 0001413855 cisg:NanjingMember 2014-05-01 2014-12-31 0001413855 cisg:WenzhouMember 2014-05-01 2014-12-31 0001413855 cisg:JiaxingMember 2014-05-01 2014-12-31 0001413855 cisg:NanjingMember 2014-04-30 0001413855 us-gaap:CustomerRelationshipsMember 2014-04-01 2014-04-30 0001413855 cisg:NanjingMember us-gaap:CustomerRelationshipsMember 2014-04-01 2014-04-30 0001413855 cisg:WenzhouMember us-gaap:CustomerRelationshipsMember 2014-04-01 2014-04-30 0001413855 cisg:JiaxingMember us-gaap:CustomerRelationshipsMember 2014-04-01 2014-04-30 0001413855 us-gaap:NoncompeteAgreementsMember 2014-04-01 2014-04-30 0001413855 cisg:NanjingMember us-gaap:NoncompeteAgreementsMember 2014-04-01 2014-04-30 0001413855 cisg:WenzhouMember us-gaap:NoncompeteAgreementsMember 2014-04-01 2014-04-30 0001413855 cisg:JiaxingMember us-gaap:NoncompeteAgreementsMember 2014-04-01 2014-04-30 0001413855 cisg:AgencyAgreementAndLicenseMember 2014-04-01 2014-04-30 0001413855 cisg:NanjingMember cisg:AgencyAgreementAndLicenseMember 2014-04-01 2014-04-30 0001413855 cisg:WenzhouMember cisg:AgencyAgreementAndLicenseMember 2014-04-01 2014-04-30 0001413855 cisg:JiaxingMember cisg:AgencyAgreementAndLicenseMember 2014-04-01 2014-04-30 0001413855 cisg:NanjingMember 2013-01-01 2013-12-31 0001413855 cisg:WenzhouMember 2013-01-01 2013-12-31 0001413855 cisg:JiaxingMember 2013-01-01 2013-12-31 0001413855 cisg:NanjingMember 2014-01-01 2014-12-31 0001413855 cisg:WenzhouMember 2014-01-01 2014-12-31 0001413855 cisg:JiaxingMember 2014-01-01 2014-12-31 0001413855 cisg:GuangdongJintaipingAssetManagementServiceCompanyMember 2014-12-31 0001413855 us-gaap:SubsidiaryOfCommonParentMember 2014-12-31 0001413855 us-gaap:SubsidiaryOfCommonParentMember 2015-12-31 0001413855 us-gaap:BuildingMember 2014-12-31 0001413855 us-gaap:FurnitureAndFixturesMember 2014-12-31 0001413855 us-gaap:FurnitureAndFixturesMember 2015-12-31 0001413855 us-gaap:AutomobilesMember 2014-12-31 0001413855 us-gaap:AutomobilesMember 2015-12-31 0001413855 us-gaap:LeaseholdImprovementsMember 2014-12-31 0001413855 cisg:AgencyMember 2013-12-31 0001413855 cisg:AgencyMember 2014-12-31 0001413855 cisg:AgencyMember 2015-12-31 0001413855 cisg:ClaimsAdjustingSegmentMember 2014-12-31 0001413855 cisg:ClaimsAdjustingSegmentMember 2015-12-31 0001413855 cisg:ShanghaiTeamheadAutomobileSurveyorsCoLtdMember 2014-12-31 0001413855 cisg:ShanghaiTeamheadAutomobileSurveyorsCoLtdMember 2015-12-31 0001413855 cisg:SincereFameInternationalLimitedMember 2014-12-31 0001413855 cisg:SincereFameInternationalLimitedMember 2015-12-31 0001413855 cisg:ShanghaiTeamheadAutomobileSurveyorsCoLtdMember 2014-12-31 0001413855 cisg:ShanghaiTeamheadAutomobileSurveyorsCoLtdMember 2015-12-31 0001413855 cisg:SincereFameInternationalLimitedMember 2014-12-31 0001413855 cisg:SincereFameInternationalLimitedMember 2015-12-31 0001413855 cisg:BalanceSheetMember 2015-01-01 2015-12-31 0001413855 us-gaap:EquityMethodInvestmentsMember 2014-12-31 0001413855 us-gaap:EquityMethodInvestmentsMember 2015-12-31 0001413855 cisg:IncomeStatementMember 2015-01-01 2015-12-31 0001413855 us-gaap:EquityMethodInvestmentsMember 2013-01-01 2013-12-31 0001413855 us-gaap:EquityMethodInvestmentsMember 2014-01-01 2014-12-31 0001413855 us-gaap:EquityMethodInvestmentsMember 2015-01-01 2015-12-31 0001413855 cisg:SichuanYiheInvestmentCoLtdMemberAndShenzhenXinbaoInvestmentManagementCoLtdMember cisg:YingSiKangInformationTechnologyShenzhenCoLtdMember 2015-12-31 0001413855 cisg:TwoPRCAffiliatedEntitiesMember cisg:LitianXilianInformationAndZhonglianEnterpriseMember 2015-01-01 2015-12-31 0001413855 cisg:YiheInvestmentMember cisg:ZhonglianEnterpriseMember 2015-12-31 0001413855 cisg:YiheInvestmentMember cisg:XinlianInformationMember 2015-12-31 0001413855 cisg:YiheInvestmentMember cisg:CNinsureGroupCompanyMember 2015-12-31 0001413855 cisg:SichuanYiheInvestmentCoLtdMemberAndShenzhenXinbaoInvestmentManagementCoLtdMember cisg:GroupVIEsMember 2015-01-01 2015-12-31 0001413855 cisg:GroupVIEsMember cisg:SichuanYiheInvestmentCoLtdMemberAndShenzhenXinbaoInvestmentManagementCoLtdMember 2014-01-01 2014-12-31 0001413855 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember 2013-01-01 2013-12-31 0001413855 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember 2014-01-01 2014-12-31 0001413855 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember 2015-01-01 2015-12-31 0001413855 cisg:PuyiFundSalesMember 2015-12-31 0001413855 cisg:PuyiFundSalesMember 2015-12-31 0001413855 us-gaap:MinimumMember 2015-01-01 2015-12-31 0001413855 country:HK 2013-01-01 2013-12-31 0001413855 country:HK 2015-01-01 2015-12-31 0001413855 country:HK 2014-01-01 2014-12-31 0001413855 us-gaap:DomesticCountryMember 2014-01-01 2014-12-31 0001413855 us-gaap:DomesticCountryMember cisg:LitianZuoyueSoftwareBeijingCoLimitedMember 2013-01-01 2013-12-31 0001413855 us-gaap:DomesticCountryMember cisg:LitianZuoyueSoftwareBeijingCoLimitedMember 2012-01-01 2012-12-31 0001413855 us-gaap:DomesticCountryMember cisg:LitianZuoyueSoftwareBeijingCoLimitedMember 2014-01-01 2014-12-31 0001413855 us-gaap:DomesticCountryMember us-gaap:StateAdministrationOfTaxationChinaMember cisg:CNSoftwareMember 2012-01-01 2012-12-31 0001413855 us-gaap:DomesticCountryMember us-gaap:StateAdministrationOfTaxationChinaMember cisg:CNSoftwareMember 2013-01-01 2013-12-31 0001413855 us-gaap:DomesticCountryMember cisg:CNSoftwareMember 2014-01-01 2014-12-31 0001413855 us-gaap:DomesticCountryMember cisg:CNSoftwareMember 2015-01-01 2015-12-31 0001413855 us-gaap:DomesticCountryMember us-gaap:StateAdministrationOfTaxationChinaMember cisg:YingSiKangInformationTechnologyShenzhenCoLtdMember 2014-01-01 2014-12-31 0001413855 us-gaap:DomesticCountryMember us-gaap:StateAdministrationOfTaxationChinaMember cisg:YingSiKangInformationTechnologyShenzhenCoLtdMember 2015-01-01 2015-12-31 0001413855 us-gaap:DomesticCountryMember 2015-01-01 2015-12-31 0001413855 us-gaap:DomesticCountryMember 2014-12-31 0001413855 us-gaap:DomesticCountryMember 2015-12-31 0001413855 cisg:OperatingLossCarryforwardsExpirationDateOneMember 2015-12-31 0001413855 cisg:OperatingLossCarryforwardsExpirationDateTwoMember 2015-12-31 0001413855 cisg:OperatingLossCarryforwardsExpirationDateThreeMember 2015-12-31 0001413855 cisg:OperatingLossCarryforwardsExpirationDateFourMember 2015-12-31 0001413855 cisg:OperatingLossCarryforwardsExpirationDateFiveMember 2015-12-31 0001413855 cisg:AmericanDepositarySharesMember 2015-01-01 2015-12-31 0001413855 cisg:EmployeeCompaniesMember 2014-11-30 0001413855 cisg:EmployeeCompaniesMember 2014-12-31 0001413855 cisg:EmployeeCompaniesMember 2014-01-01 2014-12-31 0001413855 cisg:EmployeeCompaniesMember cisg:SharePurchaseAgreementsSharePrice1Member 2014-01-01 2014-12-31 0001413855 cisg:EmployeeCompaniesMember cisg:AmericanDepositarySharesMember cisg:SharePurchaseAgreementsSharePrice1Member 2014-12-31 0001413855 cisg:EmployeeCompaniesMember cisg:SharePurchaseAgreementsSharePrice2Member 2014-12-17 2014-12-17 0001413855 cisg:EmployeeCompaniesMember cisg:SharePurchaseAgreementsSharePrice2Member 2014-12-17 0001413855 cisg:EmployeeCompaniesMember cisg:AmericanDepositarySharesMember cisg:SharePurchaseAgreementsSharePrice2Member 2014-12-17 0001413855 cisg:EmployeeCompaniesMember 2014-12-17 2014-12-17 0001413855 us-gaap:MaximumMember cisg:EmployeeCompaniesMember 2014-12-17 2014-12-17 0001413855 country:CN 2015-01-01 2015-12-31 0001413855 country:CN 2015-12-31 0001413855 cisg:SincereFameInternationalLimitedAndSubsidiariesMember 2011-10-01 2011-10-31 0001413855 us-gaap:MaximumMember cisg:SincereFameInternationalLimitedAndSubsidiariesMember 2011-10-01 2011-10-31 0001413855 cisg:SincereFameInternationalLimitedMember 2011-10-01 2011-10-31 0001413855 cisg:SincereFameInternationalLimitedAndSubsidiariesMember 2014-12-31 0001413855 cisg:SincereFameInternationalLimitedAndSubsidiariesMember 2015-12-31 0001413855 us-gaap:AffiliatedEntityMember us-gaap:SubsidiariesMember 2013-01-01 2013-12-31 0001413855 us-gaap:AffiliatedEntityMember 2013-12-31 0001413855 us-gaap:AffiliatedEntityMember 2014-12-31 0001413855 us-gaap:AffiliatedEntityMember 2015-12-31 0001413855 cisg:SubsidiaryHoldingEquityInterestInSubsidiaryOfSincereFameMember cisg:BeijingFanhuaMicroCreditCompanyLimitedMember 2015-12-31 0001413855 cisg:NoncontrollingShareholdersMember 2014-12-31 0001413855 cisg:NoncontrollingShareholdersMember 2015-12-31 0001413855 us-gaap:SalesMember us-gaap:CustomerConcentrationRiskMember 2015-01-01 2015-12-31 0001413855 us-gaap:SalesMember us-gaap:CustomerConcentrationRiskMember cisg:PICCMember 2013-01-01 2013-12-31 0001413855 us-gaap:SalesMember us-gaap:CustomerConcentrationRiskMember cisg:PICCMember 2014-01-01 2014-12-31 0001413855 us-gaap:SalesMember us-gaap:CustomerConcentrationRiskMember cisg:PICCMember 2015-01-01 2015-12-31 0001413855 us-gaap:SalesMember us-gaap:CustomerConcentrationRiskMember cisg:ChinaPacificPropertyInsuranceCoLtdMember 2013-01-01 2013-12-31 0001413855 us-gaap:SalesMember us-gaap:CustomerConcentrationRiskMember cisg:ChinaPacificPropertyInsuranceCoLtdMember 2014-01-01 2014-12-31 0001413855 us-gaap:SalesMember us-gaap:CustomerConcentrationRiskMember cisg:ChinaPacificPropertyInsuranceCoLtdMember 2015-01-01 2015-12-31 0001413855 us-gaap:SalesMember us-gaap:CustomerConcentrationRiskMember cisg:PingAnPropertyAndCasualtyInsuranceCompanyOfChinaLtdMember 2013-01-01 2013-12-31 0001413855 us-gaap:SalesMember us-gaap:CustomerConcentrationRiskMember cisg:PingAnPropertyAndCasualtyInsuranceCompanyOfChinaLtdMember 2014-01-01 2014-12-31 0001413855 us-gaap:SalesMember us-gaap:CustomerConcentrationRiskMember cisg:PingAnPropertyAndCasualtyInsuranceCompanyOfChinaLtdMember 2015-01-01 2015-12-31 0001413855 us-gaap:SalesMember us-gaap:CustomerConcentrationRiskMember 2013-01-01 2013-12-31 0001413855 us-gaap:SalesMember us-gaap:CustomerConcentrationRiskMember 2014-01-01 2014-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2015-01-01 2015-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember cisg:PICCMember 2014-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember cisg:PICCMember 2014-01-01 2014-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember cisg:PICCMember 2015-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember cisg:PICCMember 2015-01-01 2015-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember cisg:ChinaPacificPropertyInsuranceCoLtdMember 2014-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember cisg:ChinaPacificPropertyInsuranceCoLtdMember 2014-01-01 2014-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember cisg:ChinaPacificPropertyInsuranceCoLtdMember 2015-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember cisg:ChinaPacificPropertyInsuranceCoLtdMember 2015-01-01 2015-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember cisg:PingAnPropertyAndCasualtyInsuranceCompanyOfChinaLtdMember 2014-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember cisg:PingAnPropertyAndCasualtyInsuranceCompanyOfChinaLtdMember 2014-01-01 2014-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember cisg:PingAnPropertyAndCasualtyInsuranceCompanyOfChinaLtdMember 2015-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember cisg:PingAnPropertyAndCasualtyInsuranceCompanyOfChinaLtdMember 2015-01-01 2015-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember cisg:HuaxiaLifeInsuranceCompanyLimitedMember 2014-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember cisg:HuaxiaLifeInsuranceCompanyLimitedMember 2014-01-01 2014-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember cisg:HuaxiaLifeInsuranceCompanyLimitedMember 2015-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember cisg:HuaxiaLifeInsuranceCompanyLimitedMember 2015-01-01 2015-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2014-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2014-01-01 2014-12-31 0001413855 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2015-12-31 0001413855 cisg:InscomOptions2013PlanMember 2012-03-29 0001413855 cisg:InsComOptions2014PlanMember cisg:EntrepreneurialAgentsMember 2014-07-01 2014-07-01 0001413855 cisg:InsComOptions2014PlanMember cisg:EmployeesMember 2014-07-01 2014-07-01 0001413855 cisg:InsComOptions2014PlanMember cisg:EntrepreneurialAgentsMember cisg:VestOnJune302015Member 2014-07-01 2014-07-01 0001413855 cisg:InsComOptions2014PlanMember cisg:EmployeesMember cisg:VestOnJuly12014Member 2014-07-01 2014-07-01 0001413855 cisg:InsComOptions2014PlanMember cisg:EmployeesMember cisg:VestOnJune302015Member 2014-07-01 2014-07-01 0001413855 cisg:InsComOptions2014PlanMember 2014-07-01 2014-07-01 0001413855 cisg:InsComOptions2014PlanMember 2014-01-01 2014-12-31 0001413855 cisg:InsComOptions2014PlanMember 2015-01-01 2015-12-31 0001413855 cisg:InscomOptions2013PlanMember cisg:EntrepreneurialAgentsMember 2013-06-24 2013-06-24 0001413855 cisg:InscomOptions2013PlanMember cisg:EmployeesMember 2013-06-24 2013-06-24 0001413855 cisg:InscomOptions2013PlanMember 2013-06-24 2013-06-24 0001413855 cisg:InscomOptions2013PlanMember 2013-01-01 2013-12-31 0001413855 cisg:InscomOptions2013PlanMember 2015-01-01 2015-12-31 0001413855 cisg:InscomOptions2012PlanMember cisg:EntrepreneurialAgentsMember 2012-04-02 2012-04-02 0001413855 cisg:InscomOptions2012PlanMember cisg:EmployeesMember 2012-04-02 2012-04-02 0001413855 cisg:InscomOptions2012PlanMember 2012-04-02 2012-04-02 0001413855 cisg:OptionI1Member cisg:InscomOptions2012PlanMember cisg:VestingOnApril22012Member 2012-04-02 2012-04-02 0001413855 cisg:OptionI2Member cisg:InscomOptions2012PlanMember cisg:VestingOnJune302013Member 2012-04-02 2012-04-02 0001413855 cisg:OptionI3Member cisg:InscomOptions2012PlanMember cisg:VestingOnApril22012Member 2012-04-02 2012-04-02 0001413855 cisg:OptionI4Member cisg:InscomOptions2012PlanMember cisg:VestingOnJune302013Member 2012-04-02 2012-04-02 0001413855 cisg:InscomOptions2012PlanMember 2012-04-02 0001413855 cisg:InscomOptions2012PlanMember 2013-01-01 2013-12-31 0001413855 cisg:InscomOptions2012PlanMember 2015-01-01 2015-12-31 0001413855 cisg:Options2012PlanGMember 2012-03-12 2012-03-12 0001413855 cisg:Options2012PlanGMember us-gaap:DirectorMember 2012-03-12 2012-03-12 0001413855 cisg:OptionG1Member cisg:Options2012PlanGMember cisg:VestingOnMay312012Member 2012-03-12 2012-03-12 0001413855 cisg:OptionG2Member cisg:Options2012PlanGMember cisg:VestingOnMay312013Member 2012-03-12 2012-03-12 0001413855 cisg:OptionG3Member cisg:Options2012PlanGMember cisg:VestingOnMay312014Member 2012-03-12 2012-03-12 0001413855 cisg:OptionG4Member cisg:Options2012PlanGMember cisg:VestingOnMay312015Member 2012-03-12 2012-03-12 0001413855 cisg:OptionG5Member cisg:Options2012PlanGMember cisg:VestingOnMay312016Member 2012-03-12 2012-03-12 0001413855 cisg:Options2012PlanGMember 2012-03-12 0001413855 cisg:Options2012PlanGMember cisg:IndependentDirectorMember 2012-03-12 2012-03-12 0001413855 cisg:Options2012PlanGMember cisg:IndependentDirectorMember 2012-03-12 0001413855 cisg:Options2012PlanGMember 2014-11-30 0001413855 cisg:Options2012PlanGMember 2013-01-01 2013-12-31 0001413855 cisg:Options2012PlanGMember 2014-01-01 2014-12-31 0001413855 cisg:Options2012PlanGMember 2015-01-01 2015-12-31 0001413855 cisg:Options2012PlanHMember 2012-03-12 2012-03-12 0001413855 cisg:Options2012PlanHMember cisg:EntrepreneurialAgentsMember 2012-03-12 2012-03-12 0001413855 cisg:Options2012PlanHMember cisg:CaptainsMember 2012-03-12 2012-03-12 0001413855 cisg:OptionH1Member cisg:Options2012PlanHMember cisg:VestingOnMay312014Member 2012-03-12 2012-03-12 0001413855 cisg:OptionH2Member cisg:Options2012PlanHMember cisg:VestingOnMay312015Member 2012-03-12 2012-03-12 0001413855 cisg:OptionH3Member cisg:Options2012PlanHMember cisg:VestingOnMay312016Member 2012-03-12 2012-03-12 0001413855 cisg:OptionH4Member cisg:Options2012PlanHMember cisg:VestingOnMay312014Member 2012-03-12 2012-03-12 0001413855 cisg:OptionH5Member cisg:Options2012PlanHMember cisg:VestingOnMay312015Member 2012-03-12 2012-03-12 0001413855 cisg:OptionH6Member cisg:Options2012PlanHMember cisg:VestingOnMay312016Member 2012-03-12 2012-03-12 0001413855 cisg:Options2012PlanHMember 2012-03-12 0001413855 cisg:Options2012PlanHMember 2014-11-30 0001413855 cisg:Options2012PlanHMember 2012-03-01 2012-03-12 0001413855 cisg:Options2012PlanHMember 2014-01-01 2014-12-31 0001413855 cisg:Options2012PlanHMember 2013-01-01 2013-12-31 0001413855 cisg:Options2012PlanHMember 2015-01-01 2015-12-31 0001413855 cisg:Options2010PlanMember 2015-01-01 2015-12-31 0001413855 cisg:Options2009PlanMember 2009-03-09 2009-03-09 0001413855 cisg:OptionD1Member cisg:Options2009PlanMember cisg:VestingOnMarch312010Member 2009-03-09 2009-03-09 0001413855 cisg:OptionD2Member cisg:Options2009PlanMember cisg:VestingOnMarch312011Member 2009-03-09 2009-03-09 0001413855 cisg:OptionD3Member cisg:Options2009PlanMember cisg:VestingOnMarch312012Member 2009-03-09 2009-03-09 0001413855 cisg:OptionD4Member cisg:Options2009PlanMember cisg:VestingOnMarch312013Member 2009-03-09 2009-03-09 0001413855 cisg:Options2009PlanMember 2009-03-09 0001413855 cisg:Options2009PlanMember 2015-01-01 2015-12-31 0001413855 cisg:Options2009PlanMember 2013-01-01 2013-12-31 0001413855 cisg:Options2009PlanMember 2014-01-01 2014-12-31 0001413855 cisg:Options2008PlanMember 2008-11-21 2008-11-21 0001413855 cisg:OptionC1Member cisg:Options2008PlanMember cisg:VestingOnMarch312010Member 2008-11-21 2008-11-21 0001413855 cisg:OptionC2Member cisg:Options2008PlanMember cisg:VestingOnMarch312011Member 2008-11-21 2008-11-21 0001413855 cisg:OptionC3Member cisg:Options2008PlanMember cisg:VestingOnMarch312012Member 2008-11-21 2008-11-21 0001413855 cisg:OptionC4Member cisg:Options2008PlanMember cisg:VestingOnMarch312013Member 2008-11-21 2008-11-21 0001413855 cisg:Options2008PlanMember 2008-11-21 0001413855 cisg:Options2008PlanMember 2015-01-01 2015-12-31 0001413855 cisg:Options2008PlanMember 2013-01-01 2013-12-31 0001413855 cisg:Options2008PlanMember 2014-01-01 2014-12-31 0001413855 cisg:ForfeitedOptionsMember cisg:Options2012PlanGMember 2013-01-01 2013-12-31 0001413855 cisg:ForfeitedOptionsMember cisg:Options2012PlanGMember 2014-01-01 2014-12-31 0001413855 cisg:ForfeitedOptionsMember cisg:Options2012PlanGMember 2015-01-01 2015-12-31 0001413855 cisg:ForfeitedOptionsMember cisg:Options2012PlanHMember 2013-01-01 2013-12-31 0001413855 cisg:ForfeitedOptionsMember cisg:Options2012PlanHMember 2014-01-01 2014-12-31 0001413855 cisg:ForfeitedOptionsMember cisg:Options2012PlanHMember 2015-01-01 2015-12-31 0001413855 cisg:ForfeitedOptionsMember cisg:Options2009PlanMember 2013-01-01 2013-12-31 0001413855 cisg:ForfeitedOptionsMember cisg:Options2009PlanMember 2014-01-01 2014-12-31 0001413855 cisg:ForfeitedOptionsMember cisg:Options2009PlanMember 2015-01-01 2015-12-31 0001413855 cisg:ForfeitedOptionsMember cisg:Options2008PlanMember 2013-01-01 2013-12-31 0001413855 cisg:ForfeitedOptionsMember cisg:Options2008PlanMember 2014-01-01 2014-12-31 0001413855 cisg:ForfeitedOptionsMember cisg:Options2008PlanMember 2015-01-01 2015-12-31 0001413855 cisg:TwoThousandEightOptionsAndTwoThousandNineOptionsMember 2013-12-01 2013-12-31 0001413855 cisg:InscomOptionsMember 2013-12-01 2013-12-31 0001413855 cisg:Options2012PlanGAndOptions2012PlanHMember 2014-10-31 0001413855 cisg:Options2012PlanGAndOptions2012PlanHMember 2014-11-30 0001413855 cisg:Options2012PlanGAndOptions2012PlanHMember 2014-12-31 0001413855 cisg:OptionModificationMember cisg:Options2012PlanGAndOptions2012PlanHMember 2014-01-01 2014-12-31 0001413855 cisg:InscomOptionsMember 2015-10-01 2015-10-31 0001413855 cisg:InscomOptions2012PlanMember 2014-01-01 2014-12-31 0001413855 cisg:InscomOptions2012PlanMember 2015-12-31 0001413855 cisg:InscomOptions2013PlanMember 2014-01-01 2014-12-31 0001413855 cisg:InscomOptions2013PlanMember 2015-12-31 0001413855 cisg:InsComOptions2014PlanMember 2015-12-31 0001413855 cisg:OptionG1Member cisg:Options2012PlanGMember 2015-01-01 2015-12-31 0001413855 cisg:OptionG2Member cisg:Options2012PlanGMember 2015-01-01 2015-12-31 0001413855 cisg:OptionG3Member cisg:Options2012PlanGMember 2015-01-01 2015-12-31 0001413855 cisg:OptionG4Member cisg:Options2012PlanGMember 2015-01-01 2015-12-31 0001413855 cisg:OptionG5Member cisg:Options2012PlanGMember 2015-01-01 2015-12-31 0001413855 cisg:OptionH3Member cisg:Options2012PlanHMember 2015-12-31 0001413855 cisg:OptionH3Member cisg:Options2012PlanHMember 2015-01-01 2015-12-31 0001413855 cisg:OptionD1Member cisg:Options2009PlanMember 2015-01-01 2015-12-31 0001413855 cisg:OptionD2Member cisg:Options2009PlanMember 2015-01-01 2015-12-31 0001413855 cisg:OptionD3Member cisg:Options2009PlanMember 2015-01-01 2015-12-31 0001413855 cisg:OptionD4Member cisg:Options2009PlanMember 2015-01-01 2015-12-31 0001413855 cisg:OptionC1Member cisg:Options2008PlanMember 2015-01-01 2015-12-31 0001413855 cisg:OptionC2Member cisg:Options2008PlanMember 2015-01-01 2015-12-31 0001413855 cisg:OptionC3Member cisg:Options2008PlanMember 2015-01-01 2015-12-31 0001413855 cisg:OptionC4Member cisg:Options2008PlanMember 2015-01-01 2015-12-31 0001413855 cisg:Options2012PlanGMember 2015-12-31 0001413855 cisg:Options2012PlanHMember 2015-12-31 0001413855 cisg:Options2009PlanMember 2015-12-31 0001413855 cisg:Options2008PlanMember 2015-12-31 0001413855 cisg:GroupVIEsMember 2014-12-31 0001413855 cisg:GroupVIEsMember 2015-12-31 0001413855 us-gaap:AllOtherSegmentsMember 2014-01-01 2014-12-31 0001413855 us-gaap:AllOtherSegmentsMember 2015-01-01 2015-12-31 0001413855 cisg:BrokerageMember 2014-12-31 0001413855 cisg:BrokerageMember 2015-12-31 0001413855 us-gaap:AllOtherSegmentsMember 2014-12-31 0001413855 us-gaap:AllOtherSegmentsMember 2015-12-31 0001413855 cisg:DianliangInformationMember us-gaap:SubsequentEventMember 2016-01-01 2016-01-31 0001413855 us-gaap:ParentCompanyMember 2014-12-31 0001413855 us-gaap:ParentCompanyMember 2015-12-31 0001413855 us-gaap:ParentCompanyMember 2013-01-01 2013-12-31 0001413855 us-gaap:ParentCompanyMember 2014-01-01 2014-12-31 0001413855 us-gaap:ParentCompanyMember 2015-01-01 2015-12-31 0001413855 us-gaap:CommonStockMember us-gaap:ParentCompanyMember 2012-12-31 0001413855 us-gaap:AdditionalPaidInCapitalMember us-gaap:ParentCompanyMember 2012-12-31 0001413855 us-gaap:RetainedEarningsMember us-gaap:ParentCompanyMember 2012-12-31 0001413855 us-gaap:AccumulatedOtherComprehensiveIncomeMember us-gaap:ParentCompanyMember 2012-12-31 0001413855 us-gaap:ParentCompanyMember 2012-12-31 0001413855 us-gaap:RetainedEarningsMember us-gaap:ParentCompanyMember 2013-01-01 2013-12-31 0001413855 us-gaap:AccumulatedOtherComprehensiveIncomeMember us-gaap:ParentCompanyMember 2013-01-01 2013-12-31 0001413855 us-gaap:AdditionalPaidInCapitalMember us-gaap:ParentCompanyMember 2013-01-01 2013-12-31 0001413855 us-gaap:CommonStockMember us-gaap:ParentCompanyMember 2013-12-31 0001413855 us-gaap:AdditionalPaidInCapitalMember us-gaap:ParentCompanyMember 2013-12-31 0001413855 us-gaap:RetainedEarningsMember us-gaap:ParentCompanyMember 2013-12-31 0001413855 us-gaap:AccumulatedOtherComprehensiveIncomeMember us-gaap:ParentCompanyMember 2013-12-31 0001413855 us-gaap:ParentCompanyMember 2013-12-31 0001413855 us-gaap:RetainedEarningsMember us-gaap:ParentCompanyMember 2014-01-01 2014-12-31 0001413855 us-gaap:CommonStockMember us-gaap:ParentCompanyMember 2014-01-01 2014-12-31 0001413855 us-gaap:AdditionalPaidInCapitalMember us-gaap:ParentCompanyMember 2014-01-01 2014-12-31 0001413855 cisg:SubscriptionReceivablesMember us-gaap:ParentCompanyMember 2014-01-01 2014-12-31 0001413855 us-gaap:AccumulatedOtherComprehensiveIncomeMember us-gaap:ParentCompanyMember 2014-01-01 2014-12-31 0001413855 us-gaap:CommonStockMember us-gaap:ParentCompanyMember 2014-12-31 0001413855 us-gaap:AdditionalPaidInCapitalMember us-gaap:ParentCompanyMember 2014-12-31 0001413855 us-gaap:RetainedEarningsMember us-gaap:ParentCompanyMember 2014-12-31 0001413855 us-gaap:AccumulatedOtherComprehensiveIncomeMember us-gaap:ParentCompanyMember 2014-12-31 0001413855 cisg:SubscriptionReceivablesMember us-gaap:ParentCompanyMember 2014-12-31 0001413855 us-gaap:RetainedEarningsMember us-gaap:ParentCompanyMember 2015-01-01 2015-12-31 0001413855 us-gaap:AccumulatedOtherComprehensiveIncomeMember us-gaap:ParentCompanyMember 2015-01-01 2015-12-31 0001413855 cisg:SubscriptionReceivablesMember us-gaap:ParentCompanyMember 2015-01-01 2015-12-31 0001413855 us-gaap:TreasuryStockMember us-gaap:ParentCompanyMember 2015-01-01 2015-12-31 0001413855 us-gaap:CommonStockMember us-gaap:ParentCompanyMember 2015-01-01 2015-12-31 0001413855 us-gaap:AdditionalPaidInCapitalMember us-gaap:ParentCompanyMember 2015-01-01 2015-12-31 0001413855 us-gaap:CommonStockMember us-gaap:ParentCompanyMember 2015-12-31 0001413855 us-gaap:AdditionalPaidInCapitalMember us-gaap:ParentCompanyMember 2015-12-31 0001413855 us-gaap:RetainedEarningsMember us-gaap:ParentCompanyMember 2015-12-31 0001413855 us-gaap:AccumulatedOtherComprehensiveIncomeMember us-gaap:ParentCompanyMember 2015-12-31 0001413855 cisg:SubscriptionReceivablesMember us-gaap:ParentCompanyMember 2015-12-31 iso4217:CNY iso4217:USD xbrli:shares iso4217:CNY xbrli:shares iso4217:USD xbrli:shares xbrli:pure Including share-based compensation expenses of RMB45,317, RMB23,598 and RMB17,653 (US$2,725), for the years ended December 31, 2013, 2014 and 2015,respectively. This represented advances to staff of the Group for daily business operations which are unsecured, interest-free and repayable on demand. This represented advances to entrepreneurial agents who provide services to the Group. The advances are used by agents to develop business. The advances wereunsecured, interest-free and repayable on demand. This represented accrued interest income on bank deposits, interest bearing receivable from third parties as described in (v) and accrued interest on subscription receivables (note 2(m)). As of December 31, 2014, the amount represented value-added tax to be refunded from tax bureau. The amount of value-added tax outstanding as of December 31, 2014 had been refunded during the year 2015. As of December 31, 2014, receivable from third party represented the amount due from Guangdong Jintaiping Asset Management Co. Ltd in an amount of 17,020, which has been fully settled in 2015. As of December 31, 2015, included in accrued expenses to third parties represents an amount of RMB19,500 payable to CNinsure Puyi Fund Sales Co. Ltd. ("Puyi Fund Sales"), in which the Group beneficially owns 19.5% equity interests, for promotional activities. The Group agreed to grant a revolving loan with a maximum amount of US$50,000 (equivalent to RMB317,990 as per the agreement) to Sincere Fame and its subsidiaries pursuant to a facility letter entered in October 2011 (the "Facility"). The Facility is valid for two years and is renewed upon mutual agreement for another two years in October 2015. On January 1, 2012, the Group and Sincere Fame further entered into a supplemental loan agreement, which established the legal rights to offset the interests and amounts receivable or payable between the Group and Sincere Fame, and all the subsidiaries of the Group and Sincere Fame. As of December 31, 2014 and 2015, the amount due from Sincere Fame and its subsidiaries represented RMB179,681 and nil principal receivable, RMB28,420 and RMB36,508 (US$5,636) interest receivable which are unsecured and bear interest at 7.3% and are repayable on demand. In addition, as of December 31, 2014 and 2015, amount of RMB1,500 and nil account receivables represent due from Sincere Fame and its subsidiaries are unsecured, interest-free and repayable on demand. represented less than 10% of account receivables as of the year end. 2103068000 1115266000 172167000 7478000 17585000 2715000 688900000 2026256000 312800000 186150000 241264000 37245000 472000 1526000 236000 88149000 51828000 8001000 209601000 36508000 5636000 17908000 22828000 3524000 3301726000 3513061000 542324000 47171000 34145000 5271000 133474000 133474000 20605000 31598000 19708000 3042000 2638000 1658000 256000 219703000 284194000 43872000 12176000 28188000 4351000 446760000 501367000 77397000 3748486000 4014428000 619721000 128765000 160891000 24837000 2942000 5187000 801000 109412000 213562000 32968000 40096000 48150000 7433000 54225000 60658000 9364000 335440000 488448000 75403000 53855000 70354000 10861000 24931000 22057000 3405000 78786000 92411000 14266000 414226000 580859000 89669000 8563000 8592000 1326000 2601401000 2454244000 378870000 198422000 302115000 46639000 764963000 871356000 134514000 -105106000 -50048000 -7726000 257491000 268829000 41500000 3210752000 3317430000 512123000 123508000 116139000 17929000 3334260000 3433569000 530052000 3748486000 4014428000 619721000 16587000 13246000 2045000 4453000 4141000 639000 268000 1680000 259000 7099000 5720000 883000 1083000 1625000 251000 2571000 1152000 178000 10000000000 10000000000 0.001 0.001 0.001 1150565906 1155059526 1150565906 1155059526 1418512000 1624410000 2155264000 332716000 63418000 232620000 369198000 56994000 261206000 292981000 303846000 46906000 13888000 1757024000 2150011000 2828308000 436616000 1094843000 1261888000 1675261000 258616000 47351000 185593000 293875000 45366000 142245000 167676000 181370000 27999000 8933000 1293372000 1615157000 2150506000 331981000 96461000 107263000 143279000 22118000 349205000 396692000 456001000 70394000 1739038000 2119112000 2749786000 424493000 17986000 30899000 78522000 12123000 8886000 44240000 65624000 10131000 84250000 82251000 57234000 8835000 -4601000 2330000 13042000 2013000 106521000 159720000 214422000 33102000 27158000 24289000 25865000 3993000 20621000 30649000 26924000 4156000 99984000 166080000 215481000 33265000 4341000 4320000 5395000 833000 95643000 161760000 210086000 32432000 0.10 0.16 0.18 0.03 0.10 0.16 0.17 0.03 1.92 3.22 3.65 0.56 1.91 3.19 3.49 0.54 998861526 1005842212 1151705374 1000570018 1012591387 1203323521 -6982000 6008000 6153000 949000 37567000 5799000 93002000 172088000 259201000 40013000 4341000 4320000 5395000 833000 88661000 167768000 253806000 39180000 45317000 23598000 17653000 2725000 998861526 7624000 2284906000 178440000 527542000 -104132000 113527000 3007907000 95643000 4341000 -6982000 45317000 45317000 4300000 -4300000 3350000 3350000 261000 2553000 2814000 998861526 7624000 2329962000 182740000 618885000 -111114000 118665000 3146762000 161760000 4320000 150000000 928000 256563000 -257491000 6008000 1704380 11000 3172000 3183000 23598000 23598000 15682000 -15682000 11894000 -523000 11371000 1150565906 8563000 2601401000 198422000 764963000 -105106000 -257491000 123508000 210086000 5395000 17491000 -11338000 2261100 6276000 6276000 4493620 29000 -4787000 2261100 6276000 1518000 17653000 17653000 104414000 -104414000 160023000 27787000 187810000 721000 -721000 -473000 -473000 2450000 2450000 17000000 17000000 37567000 1155059526 8592000 2454244000 302115000 871356000 -50048000 -268829000 116139000 1326000 378870000 46639000 134514000 -7726000 -41500000 17929000 31253000 28235000 18383000 2838000 13665000 16826000 11571000 1786000 5303000 6060000 7597000 1173000 45317000 23598000 17653000 2725000 17000 -292000 126000 20000 2700000 15419000 31092000 4800000 -7561000 -3404000 -1318000 -1067000 -165000 12496000 -16036000 61356000 9472000 47000 225000 1054000 163000 -16710000 -14700000 -7222000 -1115000 -4500000 2513000 8088000 1249000 3886000 -2900000 4920000 759000 -1400000 -5643000 27453000 33026000 5098000 -1124000 1116000 -2244000 -347000 7215000 3911000 71506000 11039000 -2412000 638000 9143000 1412000 -9000 -1768000 6433000 993000 3148000 7928000 15672000 2419000 185945000 261649000 281304000 43426000 283900000 546600000 2308956000 356441000 32291000 118208000 994839000 153577000 36181000 6209000 6663000 1029000 118000 249000 614000 539000 83000 62709000 1532000 -15476000 -2389000 229000 -3622000 10107000 1560000 -67706000 113632000 16120000 2489000 7019000 13980000 2158000 3900000 -62300000 -62716000 181181000 27969000 -419308000 -445395000 -1131551000 -174681000 11000000 153500000 23696000 3350000 17000000 2624000 2450000 378000 3183000 1518000 234000 969000 3350000 -7817000 -143708000 -22185000 -230013000 -191563000 -993955000 -153440000 2525618000 2288623000 324658000 -6982000 6008000 6153000 949000 0 0 0 0 27153000 19135000 4383000 677000 0 1291000 0 2656000 0 4544000 701000 CNINSURE INC. 20-F cisg --12-31 1155059526 false 0001413855 Yes No Accelerated Filer No 2015 FY 2015-12-31 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; font-weight: bold; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left">(1)</td> <td style="width: 5pt"></td> <td style="text-align: justify">Organization and Description of Business</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">CNinsure Inc. (the "Company") was incorporated in the Cayman Islands on April 10, 2007. The Company, its subsidiaries and variable interest entities (the "VIEs") are collectively referred to as the "Group". The Group is principally engaged in the provision of insurance brokerage and agency services, and insurance claims adjusting services in the People&#x2019;s Republic of China (the "PRC").</p><br/> <table cellpadding="0" cellspacing="0" style="font-size: 10pt; font-weight: bold; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left">(2)</td> <td style="width: 5pt"></td> <td style="text-align: justify">Summary of Significant Accounting Policies</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(a)</td> <td>Basis of Presentation and Consolidation</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). The consolidated financial statements include the financial statements of the Company, all its majority-owned subsidiaries and those VIEs of which the Company is the primary beneficiary, from the dates they were acquired or incorporated. All intercompany balances and transactions have been eliminated in consolidation. In addition, the Group consolidates VIEs of which it is deemed to be the primary beneficiary and absorbs all of the expected losses and residual returns of the entity.</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(b)</td> <td>Use of Estimates</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The preparation of the consolidated financial statements in conformity with US GAAP requires management of the Group to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant accounting estimates reflected in the Group&#x2019;s consolidated financial statements included the valuation of deferred tax assets, valuation of goodwill and intangible assets and liabilities of acquired businesses on acquisition day for impairment analysis, allowance for doubtful receivables, fair values of the subsidiaries being transferred within the Group at the dates of transactions, the valuation of non-controlling interests acquired from related parties at acquisition dates, valuation of transfer pricing and fair value of share based compensation. Actual results could differ from those estimates.</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(c)</td> <td>Cash and Cash Equivalents and Restricted Cash</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Cash and cash equivalents consist of cash on hand, bank deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash, and have insignificant risk of changes in value related to changes in interest rates.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">In its capacity as an insurance agent and broker, the Group collects premiums from certain insureds and remits the premiums to the appropriate insurance companies. Accordingly, as reported in the consolidated balance sheets, "premiums" are receivables from the insureds. Unremitted net insurance premiums are held in a fiduciary capacity until disbursed by the Group. The Group invests these unremitted funds only in cash accounts held for a short term, and reports such amounts as restricted cash in the consolidated balance sheets. Also included in the restricted cash represents guarantee deposits required by China Insurance Regulatory Commission ("CIRC") in order to protect insurance premium appropriation by insurance agency as well as entrustment deposit received from the members of eHuzhu, an online mutual aid platform operated by the Group in an escrow account of RMB4,536 and RMB12,398 as of December 31, 2014 and 2015, respectively.</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(d)</td> <td><b><i>Short Term Investment</i></b></td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Short term investments are mainly available-for-sale investments in debt securities that do not have a quoted market price in an active market. They are measured at costs which approximate their fair values in the consolidated balance sheets. The Group benchmark the costs against fair values of comparable investments as of balance sheet date, and categorized all fair value measures of short term investments as level 2 of the fair value hierarchy. No impairment loss on short term investments was identified for each of the years ended December 31, 2013, 2014 and 2015.</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(e)</td> <td>Accounts Receivable and Insurance Premium Receivables</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable represent fees receivable on agency, brokerage and claims adjusting services primarily from insurance companies. Amounts collected on accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The allowance for doubtful accounts is the Group&#x2019;s best estimate of the amount of probable credit losses in the Group&#x2019;s existing accounts receivable. The Group determines the allowance based on historical write-off experience. The Group reviews its allowance for doubtful accounts regularly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Accounts receivable, net is analyzed as follows:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 74%; font-size: 10pt; text-align: left">Accounts receivable</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">202,737</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">254,510</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Allowance for doubtful accounts</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(16,587</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(13,246</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Accounts receivable, net</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">186,150</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">241,264</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The following table summarizes the movement of the Group's allowance for doubtful accounts:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Balance at the beginning of the year</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">9,903</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">12,655</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">16,587</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Provision for doubtful accounts</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">5,303</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,932</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4,991</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Write-offs</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(2,551</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(8,332</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Balance at the ending of the year</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">12,655</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">16,587</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">13,246</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Insurance premium receivables consist of insurance premium to be collected from insured, and is recorded at the invoiced amount and do not bear interest. Amounts collected on insurance premium receivables are included in net cash provided by operating activities in the consolidated statements of cash flows.</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(f)</td> <td>Property, Plant and Equipment</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Property, plant and equipment are stated at cost. Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives, taking into account residual value:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Estimated useful life (Years)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Estimated residual value</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 74%; font-size: 10pt">Building</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 4%; font-size: 10pt; text-align: right">20</td> <td style="width: 5%; font-size: 10pt; text-align: center">-</td> <td style="width: 3%; font-size: 10pt; text-align: left">36</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 3%; font-size: 10pt; text-align: right">&nbsp;</td> <td style="width: 6%; font-size: 10pt; text-align: center">0%</td> <td style="width: 3%; font-size: 10pt; text-align: left"></td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Office equipment, furniture and fixtures</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3</td> <td style="font-size: 10pt; text-align: center">-</td> <td style="font-size: 10pt; text-align: left">5</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0%</td> <td style="font-size: 10pt; text-align: center">-</td> <td style="font-size: 10pt; text-align: left">3%</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Motor vehicles</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">5</td> <td style="font-size: 10pt; text-align: center">-</td> <td style="font-size: 10pt; text-align: left">10</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0%</td> <td style="font-size: 10pt; text-align: center">-</td> <td style="font-size: 10pt; text-align: left">3%</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Leasehold improvements</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: center">5</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: center">0%</td> <td style="font-size: 10pt; text-align: left"></td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The depreciation methods and estimated useful lives are reviewed regularly. The following table summarizes the depreciation recognized in the consolidated statement of income and comprehensive income:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Commission and fees under operating costs</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">4,988</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">5,508</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">2,056</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Selling expenses</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,636</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,282</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,180</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">General and administrative expenses</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">24,629</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">21,445</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">15,147</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Depreciation for the year</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">31,253</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">28,235</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">18,383</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(g)</td> <td>Goodwill and Other Intangible Assets</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Goodwill represents the excess of costs over fair value of net assets of businesses acquired. <font style="color: #010202">Goodwill is not amortized, but is tested for impairment at the reporting unit level at least on an annual basis at the balance sheet date or more frequently if certain indicators arise. The Group operated in three reporting units for the year ended December 31, 2015. The goodwill impairment review is a two-step process. Step 1 consists of a comparison of the fair value of a reporting unit with its carrying amount. An impairment loss may be recognized if the review indicates that the carrying value of a reporting unit exceeds its fair value. Estimates of fair value are primarily determined by using discounted cash flows. If the carrying amount of a reporting unit exceeds its fair value, step 2 requires the fair value of the reporting unit to be allocated to the underlying assets and liabilities of that reporting unit, resulting in an implied fair value of goodwill. If the carrying amount of the goodwill of the reporting unit exceeds the implied fair value, an impairment charge is recorded equal to the excess of the carrying amount over the implied fair value.</font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 35pt; margin: 0; color: #010202">The impairment review is highly judgmental and involves the use of significant estimates and assumptions. These estimates and assumptions have a significant impact on the amount of any impairment charge recorded. Discounted cash flow methods are dependent upon assumptions of future sales trends, market conditions and cash flows of each reporting unit over several years. Actual cash flows in the future may differ significantly from those previously forecasted. Other significant assumptions include growth rates and the discount rate applicable to future cash flows.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 35pt; margin: 0; color: #010202">In 2013, 2014 and 2015, management compared the carrying value of each reporting unit, inclusive of assigned goodwill, to its respective fair value which is the step one of the two-step impairment test. The fair value of all reporting units was estimated by using the income approach. Based on this quantitative test, it was determined that the fair value of each reporting unit tested exceeded its carrying amount and, therefore, step 2 of the two-step goodwill impairment test was unnecessary. The management concluded that goodwill was not impaired as of December 31, 2013, 2014 and 2015.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Identifiable intangibles assets are required to be determined separately from goodwill based on their fair values. In particular, an intangible asset acquired in a business combination should be recognized as an asset separate from goodwill if it satisfies either the &#x201c;contractual-legal&#x201d; or &#x201c;separability&#x201d; criterion. Intangible assets with a finite economic life are carried at cost less accumulated amortization. Amortization for identifiable intangibles assets of customer relationship is computed using the accelerated method, while amortization for other identifiable intangibles assets is computed using the straight-line method over the intangible assets' economic lives. Intangible assets with indefinite economic lives are not amortized but carried at cost less any subsequent accumulated impairment losses. If an intangible asset that is not being amortized is subsequently determined to have a finite economic life, it will be tested for impairment and then amortized prospectively over its estimated remaining economic life and accounted for in the same manner as other intangible assets that are subject to amortization. Intangible assets with indefinite economic lives are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Separately identifiable intangible assets consist of brand name, trade name, customer relationship, non-compete agreement, agency agreement and license, and software and system.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The intangible assets, net consisted of the following:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31, 2014</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Useful life <br />(Years)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Cost</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Accumulated amortization</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Accumulated <br />Impairment loss</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Net carrying values</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center"><font style="font-size: 10pt"><b>RMB</b></font></td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center"><font style="font-size: 10pt"><b>RMB</b></font></td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center"><font style="font-size: 10pt"><b>RMB</b></font></td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center"><font style="font-size: 10pt"><b>RMB</b></font></td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Brand name</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center"><font style="font-size: 10pt">Indefinite</font></td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">24,091</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(20,384</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,707</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; width: 35%">Trade name</td> <td style="font-size: 10pt; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: right; width: 4%">9.4</td> <td style="font-size: 10pt; text-align: center; width: 5%"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left; width: 3%">10</td> <td style="font-size: 10pt; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: right; width: 10%">8,898</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> <td style="font-size: 10pt; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: right; width: 10%">(3,867</td> <td style="font-size: 10pt; text-align: left; width: 1%">)</td> <td style="font-size: 10pt; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: right; width: 10%">&#x2014;</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> <td style="font-size: 10pt; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: right; width: 10%">5,031</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Customer relationship</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4.6</td> <td style="font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left">9.8</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">67,096</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(48,012</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(5,760</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">13,324</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Non-compete agreement</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3</td> <td style="font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left">6.25</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">69,485</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(32,557</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(34,692</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,236</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Agency agreement and license </td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4.6</td> <td style="font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left">9.8</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">21,394</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(14,789</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(581</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,024</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Software and system</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">5</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">10</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">5,999</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(4,723</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,276</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: center; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td colspan="3" style="padding-bottom: 2.25pt; font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">196,963</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">(103,948</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">(61,417</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">31,598</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31, 2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Useful life <br />(Years)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Cost</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Accumulated amortization</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Accumulated <br />Impairment loss</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Net carrying values</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Brand name</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">Indefinite</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right"></td> <td style="font-size: 10pt; text-align: right">20,111</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: right"></td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(16,404</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,707</td> <td style="font-size: 10pt; text-align: right"></td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 35%; font-size: 10pt; text-align: left">Trade name</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 4%; font-size: 10pt; text-align: right">9.4</td> <td style="width: 5%; font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="width: 3%; font-size: 10pt; text-align: left">10</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">8,898</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">(4,808</td> <td style="width: 1%; font-size: 10pt; text-align: left">)</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">4,090</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Customer relationship</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4.6</td> <td style="font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left">9.8</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">61,186</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(51,264</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(2,953</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,969</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Non-compete agreement</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3</td> <td style="font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left">6.25</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">69,075</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(33,819</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(34,692</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">564</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Agency agreement and license</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4.6</td> <td style="font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left">9.8</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">20,404</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(15,949</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(77</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4,378</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Software and system</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">5</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">10</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">5,680</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(5,680</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td colspan="3" style="padding-bottom: 2.25pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">185,354</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">(111,520</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">(54,126</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">19,708</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Aggregate amortization expenses for intangible assets were RMB13,665, RMB16,826 and RMB11,571 for the years ended December 31, 2013, 2014 and 2015, respectively.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt"><i>Impairment of intangible assets with definite lives</i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The Group evaluates the recoverability of identifiable intangible assets with determinable useful lives, whenever events or changes in circumstances indicate that these assets&#x2019; carrying amounts may not be recoverable. The Group measures the carrying amount of identifiable intangible asset with determinable useful live against the estimated undiscounted future cash flows associated with it. Impairment exists when the sum of the expected future net cash flows is less than the carrying value of the asset being evaluated. Impairment loss is calculated as the amount by which the carrying value of the asset exceeds its fair value. Fair value is estimated based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires the Group to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. During the years ended December 31, 2013, 2014 and 2015, the Group recognized no impairment losses on identifiable intangible assets with determinable useful lives.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt"><i>Impairment of indefinite-lived intangible assets</i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">An intangible asset that is not subject to amortization is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Such impairment test is to compare the fair values of assets with their carrying amounts and an impairment loss is recognized if and when the carrying amounts exceed the fair values. The estimates of fair values of intangible assets not subject to amortization are determined using various discounted cash flow valuation methodologies. Significant assumptions are inherent in this process, including estimates of discount rates or market price. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. Market prices are based on potential purchase quote from third party, if any. During the years ended December 31, 2013, 2014 and 2015, the Group recognized no impairment losses on its indefinite-lived intangible assets.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The estimated amortization expenses for the next five years are: RMB5,204 in 2016, RMB3,881 in 2017, RMB3,667 in 2018, RMB2,502 in 2019 and RMB658 in 2020, and an aggregate amount of RMB89 in years thereafter.</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(h)</td> <td>Other Receivables and Other Current Assets</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Other receivables and other current assets mainly consist of receivables from third parties, advances, deposits, interest receivables, value-added tax recoverable and prepaid expenses.</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(i)</td> <td>Investment in Affiliates</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; margin: 4.4pt 0 0; text-indent: 0.5in">Investments in affiliates are accounted for using the equity method. The Group does not control the affiliates but exerts significant influence over them.</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(j)</td> <td>Other Non-current Assets</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Other non-current assets represent investments in equity security of private companies which the group owns equity interest of less than 20%, over which the Group exerts no significant influence and are measured initially at cost.</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(k)</td> <td>Impairment of Long-Lived Assets</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Property, plant, and equipment, and purchased intangible assets with definite life, subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(l)</td> <td>Insurance Premium Payables</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Insurance premium payables are insurance premiums collected on behalf of insurance companies but not yet remitted as of the balance sheet dates.</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(m)</td> <td>Subscription Receivables</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The Group entered into share purchase agreements with companies established on behalf of our employees (the "Employee Companies") for the issuance of 100,000,000 ordinary shares at US$0.27 per ordinary share and 50,000,000 ordinary shares at US$0.29 per ordinary share in 2014. The issue prices are the average closing prices for the 20 trading days prior to the board approval dates of such subscriptions. The sale of shares to the Employee Companies was completed on December 17, 2014.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 40pt; margin: 0 0 12pt">In order to facilitate the purchase of shares by employees as described above, the Group has granted a loan to the Employee Companies. The loan bears interest at a rate of 3% per annum and is repayable upon the sale of the shares by employees, termination of employment or within two years, whichever comes first. Please refer to note 12 for details. The interest rate is determined with reference to fair market prices and therefore no interest-related compensation expense is recorded.</p><br/><p style="font-size: 10pt; text-align: justify; margin: 0; text-indent: 0.5in">According to FASB ASC 505-10-45, the loan is recorded as a separate line of deduction from equity in the Group&#x2019;s consolidated balance sheet as of December 31, 2014 and 2015. Interest income accruing from the loan is recognized as non-operating income. None of the loans to employees have been repaid up to the date of this report and total balance thereof as of year-end was RMB268,829 (US$41,500).</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(n)</td> <td style="text-align: justify">Treasury shares</td> </tr> </table><br/><p style="font-size: 10pt; font-style: italic; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><font style="font-weight: normal; font-style: normal">Treasury shares represents ordinary shares repurchased by the Group that are no longer outstanding and are held by the Group. The repurchase of ordinary shares is accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock.</font></p><br/><p style="font-size: 10pt; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">During the year ended December 31, 2015, the Group had repurchased total of 2,261,100 shares from the market for a cash consideration of RMB6,276. As of December 31, 2015, all the treasury stock had been re-issued for the purpose of stock options exercised.</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(o)</td> <td>Income Taxes</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carryforwards and credits by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Since 2014, the Group has adopted FASB ASU No. 2013-11&#x2014;Income Taxes (Topic 740): <i>Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists </i>prospectively, to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the balance sheets as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the Group to use, and the Group does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit is presented in the balance sheets as a liability.</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(p)</td> <td>Share-based Compensation</td> </tr> </table><br/><p style="font-size: 10pt; font-style: italic; margin: 0 0 0pt 1in; text-indent: -0.5in"><font style="font-weight: normal">Employee share-based compensation</font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">All forms of share-based payments to employees, including employee stock options and employee stock purchase plans, are treated the same as any other form of compensation by recognizing the related cost in the consolidated statement of income and comprehensive income. Compensation cost related to employee stock options or similar equity instruments is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. If an award requires satisfaction of one or more performance, or service conditions (or any combination thereof), compensation cost is recognized if the requisite service is rendered, and no compensation cost is recognized if the requisite service is not rendered. The Group recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the amount of compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date. For awards with both service and performance conditions, if each tranche has an independent performance condition for a specified period of service, the Group recognizes the compensation cost of each tranche as a separate award on a straight-line basis; if each tranche has performance conditions that are dependent of activities that occur in the prior service periods, the Group recognizes the compensation cost on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. No compensation cost is recognized for instruments that employees forfeit because a service condition or a performance condition is not satisfied.</p><br/><p style="font-size: 10pt; text-indent: 35pt; margin: 0"><i>Non-employee share-based compensation</i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Share-based compensation related to non-employees is recognized as compensation expenses ratably over the requisite service periods. The Group measures the cost of non-employee services received in exchange for share-based compensation based on the fair value of the equity instruments issued. The Group measures the fair value of the equity instruments in these transactions on the measurement date, which is determined as the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or the date at which the counterparty&#x2019;s performance is complete. The quantity and terms of the equity instruments issued to non-employees are not known up front as they are dependent upon counterparty performance conditions, the Group measures the equity instruments at their then-current lowest aggregate fair value at each reporting dates, and attributes the changes in those fair values over the future services period until the measurement date has been established.</p><br/><p style="font-size: 10pt; text-indent: 35pt; margin: 0"><i>Modification of an Award</i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">A modification of the terms or conditions of an equity award is treated as an exchange of the original award for a new award. The Group measures the effects of a modification as follows:</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 17.45pt; margin: 0 0 0 0.25in">a.<font style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font>Incremental compensation cost shall be measured as the excess, if any, of the fair value of the modified award determined over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date; and</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 17.45pt; margin: 0 0 6pt 0.25in">b.<font style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font>The total recognized compensation cost for an equity award shall at least equal the fair value of the award at the grant date unless at the date of the modification the performance or service conditions of the original award are not expected to be satisfied.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">The Group records the incremental fair-value-based measure, if any, of the modified award, as compensation cost on the date of modification (for vested awards) or over the remaining service (vesting) period (for unvested awards).</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0"><i>Cancellation of an Award</i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">A cancellation of an award that is not accompanied by the concurrent grant of (or offer to grant) a replacement award or other valuable consideration shall be accounted for as a repurchase for no consideration. Accordingly, any previously unrecognized compensation cost shall be recognized at the cancellation date.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The Group uses the Black-Scholes or the Binominal option-pricing model to determine the fair value of stock options. Determining the value of share-based compensation expense in future periods requires the input of highly subjective assumptions, including estimated forfeitures and the price volatility of the underlying shares. The Group estimates the forfeitures of the shares based on past employee retention rates and its expectations of future retention rates, and prospectively revises the forfeiture rates based on actual history. The share compensation charges may change based on changes to the actual forfeitures. The actual share-based compensation expenses may be materially different from the current expectations.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Share-based compensation expenses of RMB45,317, RMB23,598 and RMB17,653 for the years ended December 31, 2013, 2014 and 2015, respectively, were included in the general and administrative expenses.</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(q)</td> <td>Employee Benefit Plans</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">As stipulated by the regulations of the PRC, the Group&#x2019;s subsidiaries and VIEs in the PRC participate in various defined contribution plans organized by municipal and provincial governments for its employees. The Group is required to make contributions to these plans at a percentage of the salaries, bonuses and certain allowances of the employees. Under these plans, certain pension, medical and other welfare benefits are provided to employees. The Group has no other material obligation for the payment of employee benefits associated with these plans other than the annual contributions described above. The contributions are charged to the consolidated statement of income and comprehensive income as they become payable in accordance with the rules of the above mentioned defined contribution plans.</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(r)</td> <td>Revenue Recognition</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The Group&#x2019;s revenue is derived principally from the provision of insurance brokerage, agency and claims adjusting services. The Group recognizes revenue when all of the following have occurred: persuasive evidence of an agreement with the insurance companies or insurance agencies exists, services have been provided, the fees for such services are fixed or determinable and collectability of the fee is reasonably assured.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Insurance agency services are considered to be rendered and completed, and revenue is recognized, at the time an insurance policy becomes effective, that is, when the signed insurance policy is in place and the premium is collected from the insured. The Group has met all the four criteria of revenue recognition when the premiums are collected by the Group or the respective insurance companies and not before, because collectability is not ensured until receipt of the premium. Accordingly, the Group does not accrue any commission and fees prior to the receipt of the related premiums. Insurance brokerage services revenue is recognized when the signed insurance policy is in place and the premium is collected from the insured and the commission settlement confirmation is received from insurance companies, because the commission rate for brokerage services is negotiated case by case and the Group&#x2019;s fees are fixed when such confirmation is received. No allowance for cancellation has been recognized for agency and brokerage businesses as the management of the Group estimates, based on its past experience that the cancellation of policies rarely occurs. Any subsequent commission adjustments in connection with policy cancellations which have been deminims to date are recognized upon notification from the insurance carriers. Actual commission and fee adjustments in connection with the cancellation of policies were 0.2%, 0.2% and 0.2% of the total commission and fee revenues during years ended December 31, 2013, 2014 and 2015, respectively. For property insurance and life insurance, agency and brokerage services, the Group may receive a performance bonus from insurance companies as agreed and per contract provisions. Once an agency and brokerage company achieves its performance target, typically a certain sales volume, the bonus will become due. The bonus amount is computed based on the insurance premium amount multiplied by an agreed-upon percentage. The contingent commissions are recorded when a performance target is being achieved. Insurance claims adjusting services are considered to be rendered and completed, and revenue is recognized at the time loss adjusting reports are confirmed being received by insurance companies. The Group has met all the four criteria of revenue recognition when the service is provided and the loss adjusting report is accepted by insurance companies. The Group does not accrue any service fee before the receipt of an insurance company&#x2019;s acknowledgement of receiving the adjusting reports. Any subsequent adjustments in connection with discounts which have been de minims to date are recognized in revenue upon notification from the insurance companies.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Other service fees include commission revenues earned from distribution of wealth management products and revenue from the provision of IT services. Commission from distribution of wealth management products are recorded when the products have been sold to customers, at which time the Group has fulfilled all its services obligations. Revenue from the provision of IT services is recognized when the services are rendered.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">The Group presents revenue net of sales taxes incurred. The sales taxes amounted to RMB99,931, RMB120,965 and RMB157,234 for the years ended December 31, 2013, 2014 and 2015, respectively. According to the Announcement on the VAT Reform Pilot Program of the Transportation and Selected Modern Service Sectors issued by the State Tax Bureau in July 2012, the transportation and some selected modern service sectors, including research and development (R&amp;D) and technical services, information technology services, cultural creative services, logistics support services, tangible personal property leasing services, and assurance and consulting service, should pay value-added tax instead of business tax based on a predetermined timetable (hereinafter referred to as the &#x201c;VAT Reform&#x201d;), effective September 1,2012 for entities in Beijing and November 1, 2012 for entities in Guangdong. The VAT Reform expanded nation-wide from August 1, 2013. &nbsp;A total of seven subsidiaries or VIEs in the Group that engage in consulting and information technology services met the VAT Reform requirements, and have started to pay value-added tax since the respectively effective days. Total Value-added taxes paid by the Group during the years ended December 31, 2014 and 2015 amounted to RMB14,997 and RMB16,370.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">In March 2016, <font style="font-size: 10pt">during the fourth session of the 12th National People&#x2019;s Congress, it was announced that the VAT reform will be fully rolled out and extended to all industries including construction, real estate, financial services and lifestyle services. Subsequently, the State Administration of Taxation and Ministry of Finance jointly issued a Notice on Preparing for the Full Implementation of the VAT Reform (Cai Shui [2016] No. 32). Accordingly, the Group will pay value-added tax instead of business tax starting from May 1, 2016. The Group is in the process of evaluating the impact on the consolidated financial statements.</font></p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(s)</td> <td>Contingent Consideration</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The Group recognizes all the assets acquired and liabilities assumed in a business combination at the acquisition-date fair values, which will include an estimation of the fair value of contingent consideration payables if any. Subsequent changes in the fair value of contingent consideration payables will be recorded in the consolidated statement of income and comprehensive income when incurred. No change in fair value of contingent consideration payable was charged to consolidated statement of income and comprehensive income for the years ended December 31, 2013, 2014 and 2015.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The selling shareholders of the acquired entities agreed to return part of considerations to the Group, if certain performance criteria cannot be met. The fair value of such contingent arrangements was charged to consolidated statement of income and comprehensive income in the amount of nil, nil and nil for the years ended December 31, 2013, 2014 and 2015, respectively.</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(t)</td> <td>Fair Value of Financial Instruments.</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Fair value is considered to be the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument&#x2019;s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs may be used to measure fair value include:</p><br/><table cellspacing="0" cellpadding="0" style="width: 100%; border-collapse: collapse; font-size: 10pt"> <tr style="vertical-align: top"> <td style="width: 10%">Level&nbsp;1</td> <td style="width: 90%">applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.</td> </tr> <tr style="vertical-align: top"> <td>Level&nbsp;2</td> <td>applies to assets or liabilities for which there are inputs other than quoted prices included within Level&nbsp;1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.</td> </tr> <tr style="vertical-align: top"> <td>Level&nbsp;3</td> <td>applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The carrying values of the Group&#x2019;s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, insurance premium receivables and payables, other receivables, accounts payable, amounts due from related parties, approximate their fair values due to the short term nature of these instruments.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt"><i>Measured at fair value on a recurring basis</i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">As of December&nbsp;31, 2015 and 2014, information about inputs into the fair value measurements of the Group&#x2019;s assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows.</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Fair&nbsp;Value&nbsp;Measurements&nbsp;at&nbsp;Reporting&nbsp;Date&nbsp;Using</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">Description</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of <br />December 31, <br />2015</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Quoted&nbsp;Prices <br />in Active <br />Markets&nbsp;for <br />Identical <br />Assets <br />(Level 1)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Significant <br />Other <br />Observable <br />Inputs <br />(Level 2)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Significant <br />Unobservable <br />Inputs <br />(Level 3)</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center"></td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 48%; font-size: 10pt; text-align: left">Short-term investments - debt security</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">2,026,256</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">2,026,256</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Fair&nbsp;Value&nbsp;Measurements&nbsp;at&nbsp;Reporting&nbsp;Date&nbsp;Using</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">Description</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of <br />December 31, <br />2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Quoted&nbsp;Prices <br />in Active <br />Markets&nbsp;for <br />Identical <br />Assets <br />(Level 1)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Significant <br />Other <br />Observable <br />Inputs <br />(Level 2)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Significant <br />Unobservable <br />Inputs <br />(Level 3)</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center"></td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 48%; font-size: 10pt; text-align: left">Short-term investments - debt security</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">688,900</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">688,900</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 13.2pt 0 6pt">The debt security consists of investments in trust products and asset management plans that have normally pay a prospective fixed rate of return. These investment are recorded at fair value on a recurring basis. The Group benchmarks the costs against fair values of comparable investments with similar measurement terms, such as prevailing market yields, at the balance sheet date. It is classified as Level 2 of the fair value hierarchy since fair value measurement at reporting date uses significant other observable inputs.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0in; margin: 0 0 12pt 0.5in"><br /> The Group did not have Level 3 investments as of December 31, 2014 and 2015.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt"><i>Measured at fair value on a non-recurring basis</i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The Group measures certain assets, including the cost method investments, equity method investments and intangible assets, at fair value on a nonrecurring basis when they are deemed to be impaired. The fair values of these investments and intangible assets are determined based on valuation techniques using the best information available, and may include management judgments, future performance projections, etc. An impairment charge to these investments is recorded when the cost of the investment exceeds its fair value and this condition is determined to be other-than-temporary, and impairment charge to the intangible assets is recorded when their carrying amounts may not be recoverable.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Goodwill (note 6) and intangible assets (note 2(g)) are measured at fair value on a nonrecurring basis and they are recorded at fair value only when impairment is recognized by applying unobservable inputs such as forecasted financial performance of the acquired business, discount rate, etc. to the discounted cash flow valuation methodology that are significant to the measurement of the fair value of these assets (Level 3).</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(u)</td> <td>Foreign Currencies</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The functional currency of the Company is the United States dollar ("USD"). Assets and liabilities are translated at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income or loss in the consolidated statements of income and comprehensive income. The Group has chosen the Renminbi ("RMB") as their reporting currency.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The functional currency of the most of the Company&#x2019;s subsidiaries and VIEs is RMB. Transactions in other currencies are recorded in RMB at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into RMB at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the consolidated statements of income and comprehensive income.</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(v)</td> <td>Foreign Currency Risk</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People's Bank of China, controls the conversion of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and international economic and political developments that affect supply and demand in the China Foreign Exchange Trading System market of cash and cash equivalents. The Group had aggregate amounts of RMB2,080,842 and RMB1,115,296 of cash and cash equivalents denominated in RMB as of December 31, 2014 and 2015, respectively.</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(w)</td> <td>Translation into United States Dollars</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The consolidated financial statements of the Group are stated in RMB. Translations of amounts from RMB into U.S. dollars are solely for the convenience of the readers and were calculated at the rate of US$1.00 = RMB6.4778, representing the noon buying rate in the City of New York for cable transfers of RMB on December 31, 2015, as set forth in H.10 statistical release of the Federal Reserve Board. The translation is not intended to imply that the RMB amounts could have been, or could be, converted, realized or settled into U.S. dollars at that rate on December 31, 2015, or at any other rate.</p><br/><p style="font-size: 10pt; font-style: italic; font-weight: bold; text-indent: -0.5in; margin: 0 0 12pt 1in">(x)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Segment Reporting</p><br/><p style="font-size: 10pt; text-align: justify; margin: 0 0 6pt; text-indent: 0.5in">The Group distributes a variety of property and casualty, and life insurance products underwritten by domestic and foreign insurance companies operating in the PRC, and provides insurance claims adjusting services as well as other insurance-related services and distribution of wealth management products. The Group operated three segments: (1) insurance agency segment, which mainly consists of providing agency services for Property and Casualty (&#x201c;P&amp;C&#x201d;) insurance products and life insurance products to individual clients, (2) insurance brokerage segment, which mainly consists of providing P&amp;C and life insurance brokerage services to institutional clients, and (3) claims adjusting segment, which consists of providing pre-underwriting survey, claim adjusting, disposal of residual value, loading and unloading supervision and consulting services. Details of these operating segments are described in note 21. Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the Group's chief operating decision maker in deciding how to allocate resources and in assessing performance.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Substantially all revenues of the Group are derived in the PRC and all long-lived assets are located in the PRC.</p><br/><p style="font-size: 10pt; font-style: italic; font-weight: bold; text-indent: -0.5in; margin: 0 0 12pt 1in">(y)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Earnings per Share ("EPS") or ADS</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Basic EPS is calculated by dividing the net income available to common shareholders by the weighted average number of ordinary shares /ADS outstanding during the year. Diluted EPS is calculated by using the weighted average number of ordinary shares /ADS outstanding adjusted to include the potentially dilutive effect of outstanding share-based awards, unless their inclusion in the calculation is anti-dilutive.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt"><b><i>(z)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Advertising Costs</i></b></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Advertising costs are expensed as incurred. Advertising costs amounted to RMB5,724, RMB6,553 and RMB5,696 for the years ended December 31, 2013, 2014 and 2015, respectively.</p><br/><p style="font-size: 10pt; margin: 0 0 0 0.5in"><b><i>(aa)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Operating Leases</i></b></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements of income and comprehensive income over the lease period.</p><br/><p style="font-size: 10pt; font-style: italic; font-weight: bold; text-indent: -0.5in; margin: 0 0 12pt 1in">(ab)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Accumulated Other Comprehensive Income</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The Group presents comprehensive income in the consolidated statements of income and comprehensive income with net income in a continuous statement.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Accumulated other comprehensive income represents foreign currency translation adjustments and share of other comprehensive income of the affiliates for the period.</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">(ac)</td> <td>Recently Issued Accounting Standards Not Yet Adopted</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)". The guidance substantially converges final standards on revenue recognition between the FASB and the International Accounting Standards Board providing a framework on addressing revenue recognition issues and, upon its effective date, replaces almost all exiting revenue recognition guidance, including industry specific guidance, in current U.S. generally accepted accounting principles. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Step 1: Identify the contract(s) with a customer.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Step 2: Identify the performance obligations in the contract.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Step 3: Determine the transaction price.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Step 4: Allocate the transaction price to the performance obligations in the contract.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">ASU 2014-09 is originally effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. ASU 2015-14, Revenue from Contracts with Customers, defers the effective date of ASU 2014-09 by one year. As a result, ASU 2014-09 is effective for annual reporting periods beginning after December&nbsp;15, 2017 and interim periods therein. Early adoption is permitted to the original effective date. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">In January 2015, the FASB issued a new pronouncement which eliminates from U.S. GAAP the concept of extraordinary items.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Subtopic 225-20, Income Statement - Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">The FASB heard from stakeholders that the concept of extraordinary items causes uncertainty because it is unclear when an item should be considered both unusual and infrequent. Additionally, some stakeholders said that although users find information about unusual or infrequent events and transactions useful, they do not find the extraordinary item classification and presentation necessary to identify those events and transactions. Other stakeholders noted that it is extremely rare in current practice for a transaction or event to meet the requirements to be presented as an extraordinary item.</p><br/><p style="font-size: 10pt; text-align: justify; margin: 0; text-indent: 0.5in">The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this ASU is not expected to have a material impact on the Group&#x2019;s consolidated financial results or disclosures.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">In September, 2015, the FASB issued a new pronouncement, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. To simplify the accounting for adjustments made to provisional amounts recognized in a business combination, the amendments eliminate the requirement to retrospectively account for those adjustments.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Under this ASU, an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The ASU also requires acquirers to present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">For public business entities, the ASU is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The ASU must be applied prospectively to adjustments to provisional amounts that occur after the effective date. Early adoption is permitted for financial statements that have not been issued. The Group does not expect the adoption of this guidance will have a significant effect on the Group's consolidated financial statements.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">In November, 2015, the FASB issued a new pronouncement which changes how deferred taxes are classified on organizations&#x2019; balance sheets.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"), which requires that equity investments, except for those accounted for under the equity method or those that result in consolidation of the investee, be measured at fair value, with subsequent changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. ASU 2016-01 also impacts the presentation and disclosure requirements for financial instruments. ASU 2016-01 is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted only for certain provisions. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 35.5pt; margin: 0">In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on the balance sheet. This ASU requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. The ASU does not significantly change the lessees' recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Lessors' accounting under the ASC is largely unchanged from the previous accounting standard. In addition, the ASU expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. The provisions of this guidance are effective for annual periods beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 35.5pt; margin: 0">In March 2016, the FASB issued ASU 2016-08, which amends the principal-versus-agent implementation guidance and illustrations in the Board's new revenue standard (ASC 606). The amendments in this update clarify the implementation guidance on principal versus agent considerations. When another party, along with the reporting entity, is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide that good or service to the customer (as a principal) or to arrange for the good or service to be provided to the customer by the other party (as an agent). The guidance is effective for interim and annual periods beginning after December 15, 2017. The Group is in the process of evaluating the impact of adoption of this guidance on the consolidated financial statements.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 35.5pt; margin: 0">In March 2016, the FASB issued ASU 2016-09, which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. For public entities, the ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods. Early adoption will be permitted in any interim or annual period for which financial statements have not yet been issued or have not been made available for issuance. The Group is in the process of evaluating the impact of adoption of this guidance on the consolidated financial statements.</p><br/> <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Basis of Presentation and Consolidation</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). The consolidated financial statements include the financial statements of the Company, all its majority-owned subsidiaries and those VIEs of which the Company is the primary beneficiary, from the dates they were acquired or incorporated. All intercompany balances and transactions have been eliminated in consolidation. In addition, the Group consolidates VIEs of which it is deemed to be the primary beneficiary and absorbs all of the expected losses and residual returns of the entity.</p> <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Use of Estimates</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The preparation of the consolidated financial statements in conformity with US GAAP requires management of the Group to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant accounting estimates reflected in the Group&#x2019;s consolidated financial statements included the valuation of deferred tax assets, valuation of goodwill and intangible assets and liabilities of acquired businesses on acquisition day for impairment analysis, allowance for doubtful receivables, fair values of the subsidiaries being transferred within the Group at the dates of transactions, the valuation of non-controlling interests acquired from related parties at acquisition dates, valuation of transfer pricing and fair value of share based compensation. Actual results could differ from those estimates.</p> <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Cash and Cash Equivalents and Restricted Cash</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Cash and cash equivalents consist of cash on hand, bank deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash, and have insignificant risk of changes in value related to changes in interest rates.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">In its capacity as an insurance agent and broker, the Group collects premiums from certain insureds and remits the premiums to the appropriate insurance companies. Accordingly, as reported in the consolidated balance sheets, "premiums" are receivables from the insureds. Unremitted net insurance premiums are held in a fiduciary capacity until disbursed by the Group. The Group invests these unremitted funds only in cash accounts held for a short term, and reports such amounts as restricted cash in the consolidated balance sheets. Also included in the restricted cash represents guarantee deposits required by China Insurance Regulatory Commission ("CIRC") in order to protect insurance premium appropriation by insurance agency as well as entrustment deposit received from the members of eHuzhu, an online mutual aid platform operated by the Group in an escrow account of RMB4,536 and RMB12,398 as of December 31, 2014 and 2015, respectively.</p> 4536000 12398000 <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td><b><i>Short Term Investment</i></b></td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Short term investments are mainly available-for-sale investments in debt securities that do not have a quoted market price in an active market. They are measured at costs which approximate their fair values in the consolidated balance sheets. The Group benchmark the costs against fair values of comparable investments as of balance sheet date, and categorized all fair value measures of short term investments as level 2 of the fair value hierarchy. No impairment loss on short term investments was identified for each of the years ended December 31, 2013, 2014 and 2015.</p> 0 0 0 <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Accounts Receivable and Insurance Premium Receivables</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable represent fees receivable on agency, brokerage and claims adjusting services primarily from insurance companies. Amounts collected on accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The allowance for doubtful accounts is the Group&#x2019;s best estimate of the amount of probable credit losses in the Group&#x2019;s existing accounts receivable. The Group determines the allowance based on historical write-off experience. The Group reviews its allowance for doubtful accounts regularly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Accounts receivable, net is analyzed as follows:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 74%; font-size: 10pt; text-align: left">Accounts receivable</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">202,737</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">254,510</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Allowance for doubtful accounts</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(16,587</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(13,246</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Accounts receivable, net</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">186,150</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">241,264</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The following table summarizes the movement of the Group's allowance for doubtful accounts:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Balance at the beginning of the year</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">9,903</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">12,655</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">16,587</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Provision for doubtful accounts</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">5,303</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,932</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4,991</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Write-offs</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(2,551</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(8,332</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Balance at the ending of the year</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">12,655</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">16,587</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">13,246</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Insurance premium receivables consist of insurance premium to be collected from insured, and is recorded at the invoiced amount and do not bear interest. Amounts collected on insurance premium receivables are included in net cash provided by operating activities in the consolidated statements of cash flows.</p> P90D <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Property, Plant and Equipment</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Property, plant and equipment are stated at cost. Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives, taking into account residual value:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Estimated useful life (Years)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Estimated residual value</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 74%; font-size: 10pt">Building</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 4%; font-size: 10pt; text-align: right">20</td> <td style="width: 5%; font-size: 10pt; text-align: center">-</td> <td style="width: 3%; font-size: 10pt; text-align: left">36</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 3%; font-size: 10pt; text-align: right">&nbsp;</td> <td style="width: 6%; font-size: 10pt; text-align: center">0%</td> <td style="width: 3%; font-size: 10pt; text-align: left"></td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Office equipment, furniture and fixtures</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3</td> <td style="font-size: 10pt; text-align: center">-</td> <td style="font-size: 10pt; text-align: left">5</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0%</td> <td style="font-size: 10pt; text-align: center">-</td> <td style="font-size: 10pt; text-align: left">3%</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Motor vehicles</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">5</td> <td style="font-size: 10pt; text-align: center">-</td> <td style="font-size: 10pt; text-align: left">10</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0%</td> <td style="font-size: 10pt; text-align: center">-</td> <td style="font-size: 10pt; text-align: left">3%</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Leasehold improvements</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: center">5</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: center">0%</td> <td style="font-size: 10pt; text-align: left"></td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The depreciation methods and estimated useful lives are reviewed regularly. The following table summarizes the depreciation recognized in the consolidated statement of income and comprehensive income:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Commission and fees under operating costs</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">4,988</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">5,508</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">2,056</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Selling expenses</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,636</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,282</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,180</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">General and administrative expenses</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">24,629</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">21,445</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">15,147</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Depreciation for the year</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">31,253</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">28,235</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">18,383</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Goodwill and Other Intangible Assets</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Goodwill represents the excess of costs over fair value of net assets of businesses acquired. <font style="color: #010202">Goodwill is not amortized, but is tested for impairment at the reporting unit level at least on an annual basis at the balance sheet date or more frequently if certain indicators arise. The Group operated in three reporting units for the year ended December 31, 2015. The goodwill impairment review is a two-step process. Step 1 consists of a comparison of the fair value of a reporting unit with its carrying amount. An impairment loss may be recognized if the review indicates that the carrying value of a reporting unit exceeds its fair value. Estimates of fair value are primarily determined by using discounted cash flows. If the carrying amount of a reporting unit exceeds its fair value, step 2 requires the fair value of the reporting unit to be allocated to the underlying assets and liabilities of that reporting unit, resulting in an implied fair value of goodwill. If the carrying amount of the goodwill of the reporting unit exceeds the implied fair value, an impairment charge is recorded equal to the excess of the carrying amount over the implied fair value.</font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 35pt; margin: 0; color: #010202">The impairment review is highly judgmental and involves the use of significant estimates and assumptions. These estimates and assumptions have a significant impact on the amount of any impairment charge recorded. Discounted cash flow methods are dependent upon assumptions of future sales trends, market conditions and cash flows of each reporting unit over several years. Actual cash flows in the future may differ significantly from those previously forecasted. Other significant assumptions include growth rates and the discount rate applicable to future cash flows.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 35pt; margin: 0; color: #010202">In 2013, 2014 and 2015, management compared the carrying value of each reporting unit, inclusive of assigned goodwill, to its respective fair value which is the step one of the two-step impairment test. The fair value of all reporting units was estimated by using the income approach. Based on this quantitative test, it was determined that the fair value of each reporting unit tested exceeded its carrying amount and, therefore, step 2 of the two-step goodwill impairment test was unnecessary. The management concluded that goodwill was not impaired as of December 31, 2013, 2014 and 2015.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Identifiable intangibles assets are required to be determined separately from goodwill based on their fair values. In particular, an intangible asset acquired in a business combination should be recognized as an asset separate from goodwill if it satisfies either the &#x201c;contractual-legal&#x201d; or &#x201c;separability&#x201d; criterion. Intangible assets with a finite economic life are carried at cost less accumulated amortization. Amortization for identifiable intangibles assets of customer relationship is computed using the accelerated method, while amortization for other identifiable intangibles assets is computed using the straight-line method over the intangible assets' economic lives. Intangible assets with indefinite economic lives are not amortized but carried at cost less any subsequent accumulated impairment losses. If an intangible asset that is not being amortized is subsequently determined to have a finite economic life, it will be tested for impairment and then amortized prospectively over its estimated remaining economic life and accounted for in the same manner as other intangible assets that are subject to amortization. Intangible assets with indefinite economic lives are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Separately identifiable intangible assets consist of brand name, trade name, customer relationship, non-compete agreement, agency agreement and license, and software and system.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The intangible assets, net consisted of the following:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31, 2014</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Useful life <br />(Years)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Cost</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Accumulated amortization</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Accumulated <br />Impairment loss</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Net carrying values</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center"><font style="font-size: 10pt"><b>RMB</b></font></td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center"><font style="font-size: 10pt"><b>RMB</b></font></td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center"><font style="font-size: 10pt"><b>RMB</b></font></td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center"><font style="font-size: 10pt"><b>RMB</b></font></td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Brand name</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center"><font style="font-size: 10pt">Indefinite</font></td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">24,091</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(20,384</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,707</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; width: 35%">Trade name</td> <td style="font-size: 10pt; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: right; width: 4%">9.4</td> <td style="font-size: 10pt; text-align: center; width: 5%"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left; width: 3%">10</td> <td style="font-size: 10pt; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: right; width: 10%">8,898</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> <td style="font-size: 10pt; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: right; width: 10%">(3,867</td> <td style="font-size: 10pt; text-align: left; width: 1%">)</td> <td style="font-size: 10pt; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: right; width: 10%">&#x2014;</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> <td style="font-size: 10pt; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: right; width: 10%">5,031</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Customer relationship</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4.6</td> <td style="font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left">9.8</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">67,096</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(48,012</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(5,760</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">13,324</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Non-compete agreement</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3</td> <td style="font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left">6.25</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">69,485</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(32,557</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(34,692</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,236</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Agency agreement and license </td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4.6</td> <td style="font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left">9.8</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">21,394</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(14,789</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(581</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,024</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Software and system</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">5</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">10</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">5,999</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(4,723</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,276</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: center; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td colspan="3" style="padding-bottom: 2.25pt; font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">196,963</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">(103,948</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">(61,417</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">31,598</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31, 2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Useful life <br />(Years)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Cost</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Accumulated amortization</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Accumulated <br />Impairment loss</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Net carrying values</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Brand name</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">Indefinite</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right"></td> <td style="font-size: 10pt; text-align: right">20,111</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: right"></td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(16,404</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,707</td> <td style="font-size: 10pt; text-align: right"></td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 35%; font-size: 10pt; text-align: left">Trade name</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 4%; font-size: 10pt; text-align: right">9.4</td> <td style="width: 5%; font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="width: 3%; font-size: 10pt; text-align: left">10</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">8,898</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">(4,808</td> <td style="width: 1%; font-size: 10pt; text-align: left">)</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">4,090</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Customer relationship</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4.6</td> <td style="font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left">9.8</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">61,186</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(51,264</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(2,953</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,969</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Non-compete agreement</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3</td> <td style="font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left">6.25</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">69,075</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(33,819</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(34,692</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">564</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Agency agreement and license</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4.6</td> <td style="font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left">9.8</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">20,404</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(15,949</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(77</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4,378</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Software and system</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">5</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">10</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">5,680</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(5,680</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td colspan="3" style="padding-bottom: 2.25pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">185,354</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">(111,520</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">(54,126</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">19,708</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Aggregate amortization expenses for intangible assets were RMB13,665, RMB16,826 and RMB11,571 for the years ended December 31, 2013, 2014 and 2015, respectively.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt"><i>Impairment of intangible assets with definite lives</i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The Group evaluates the recoverability of identifiable intangible assets with determinable useful lives, whenever events or changes in circumstances indicate that these assets&#x2019; carrying amounts may not be recoverable. The Group measures the carrying amount of identifiable intangible asset with determinable useful live against the estimated undiscounted future cash flows associated with it. Impairment exists when the sum of the expected future net cash flows is less than the carrying value of the asset being evaluated. Impairment loss is calculated as the amount by which the carrying value of the asset exceeds its fair value. Fair value is estimated based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires the Group to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. During the years ended December 31, 2013, 2014 and 2015, the Group recognized no impairment losses on identifiable intangible assets with determinable useful lives.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt"><i>Impairment of indefinite-lived intangible assets</i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">An intangible asset that is not subject to amortization is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Such impairment test is to compare the fair values of assets with their carrying amounts and an impairment loss is recognized if and when the carrying amounts exceed the fair values. The estimates of fair values of intangible assets not subject to amortization are determined using various discounted cash flow valuation methodologies. Significant assumptions are inherent in this process, including estimates of discount rates or market price. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. Market prices are based on potential purchase quote from third party, if any. During the years ended December 31, 2013, 2014 and 2015, the Group recognized no impairment losses on its indefinite-lived intangible assets.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The estimated amortization expenses for the next five years are: RMB5,204 in 2016, RMB3,881 in 2017, RMB3,667 in 2018, RMB2,502 in 2019 and RMB658 in 2020, and an aggregate amount of RMB89 in years thereafter.</p> 3 3 3 0 0 0 0 5204000 3881000 3667000 2502000 658000 89000 <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Other Receivables and Other Current Assets</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Other receivables and other current assets mainly consist of receivables from third parties, advances, deposits, interest receivables, value-added tax recoverable and prepaid expenses.</p> <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Investment in Affiliates</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; margin: 4.4pt 0 0; text-indent: 0.5in">Investments in affiliates are accounted for using the equity method. The Group does not control the affiliates but exerts significant influence over them.</p> <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Other Non-current Assets</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Other non-current assets represent investments in equity security of private companies which the group owns equity interest of less than 20%, over which the Group exerts no significant influence and are measured initially at cost.</p> 0.20 <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Impairment of Long-Lived Assets</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Property, plant, and equipment, and purchased intangible assets with definite life, subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.</p> <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Insurance Premium Payables</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Insurance premium payables are insurance premiums collected on behalf of insurance companies but not yet remitted as of the balance sheet dates.</p> <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Subscription Receivables</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The Group entered into share purchase agreements with companies established on behalf of our employees (the "Employee Companies") for the issuance of 100,000,000 ordinary shares at US$0.27 per ordinary share and 50,000,000 ordinary shares at US$0.29 per ordinary share in 2014. The issue prices are the average closing prices for the 20 trading days prior to the board approval dates of such subscriptions. The sale of shares to the Employee Companies was completed on December 17, 2014.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 40pt; margin: 0 0 12pt">In order to facilitate the purchase of shares by employees as described above, the Group has granted a loan to the Employee Companies. The loan bears interest at a rate of 3% per annum and is repayable upon the sale of the shares by employees, termination of employment or within two years, whichever comes first. Please refer to note 12 for details. The interest rate is determined with reference to fair market prices and therefore no interest-related compensation expense is recorded.</p><br/><p style="font-size: 10pt; text-align: justify; margin: 0; text-indent: 0.5in">According to FASB ASC 505-10-45, the loan is recorded as a separate line of deduction from equity in the Group&#x2019;s consolidated balance sheet as of December 31, 2014 and 2015. Interest income accruing from the loan is recognized as non-operating income. None of the loans to employees have been repaid up to the date of this report and total balance thereof as of year-end was RMB268,829 (US$41,500).</p> 100000000 0.27 50000000 0.29 0.03 P2Y <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td style="text-align: justify">Treasury shares</td> </tr> </table><br/><p style="font-size: 10pt; font-style: italic; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><font style="font-weight: normal; font-style: normal">Treasury shares represents ordinary shares repurchased by the Group that are no longer outstanding and are held by the Group. The repurchase of ordinary shares is accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock.</font></p><br/><p style="font-size: 10pt; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">During the year ended December 31, 2015, the Group had repurchased total of 2,261,100 shares from the market for a cash consideration of RMB6,276. As of December 31, 2015, all the treasury stock had been re-issued for the purpose of stock options exercised.</p> 2261100 <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Income Taxes</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carryforwards and credits by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Since 2014, the Group has adopted FASB ASU No. 2013-11&#x2014;Income Taxes (Topic 740): <i>Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists </i>prospectively, to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the balance sheets as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the Group to use, and the Group does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit is presented in the balance sheets as a liability.</p> <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Share-based Compensation</td> </tr> </table><br/><p style="font-size: 10pt; font-style: italic; margin: 0 0 0pt 1in; text-indent: -0.5in"><font style="font-weight: normal">Employee share-based compensation</font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">All forms of share-based payments to employees, including employee stock options and employee stock purchase plans, are treated the same as any other form of compensation by recognizing the related cost in the consolidated statement of income and comprehensive income. Compensation cost related to employee stock options or similar equity instruments is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. If an award requires satisfaction of one or more performance, or service conditions (or any combination thereof), compensation cost is recognized if the requisite service is rendered, and no compensation cost is recognized if the requisite service is not rendered. The Group recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the amount of compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date. For awards with both service and performance conditions, if each tranche has an independent performance condition for a specified period of service, the Group recognizes the compensation cost of each tranche as a separate award on a straight-line basis; if each tranche has performance conditions that are dependent of activities that occur in the prior service periods, the Group recognizes the compensation cost on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. No compensation cost is recognized for instruments that employees forfeit because a service condition or a performance condition is not satisfied.</p><br/><p style="font-size: 10pt; text-indent: 35pt; margin: 0"><i>Non-employee share-based compensation</i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Share-based compensation related to non-employees is recognized as compensation expenses ratably over the requisite service periods. The Group measures the cost of non-employee services received in exchange for share-based compensation based on the fair value of the equity instruments issued. The Group measures the fair value of the equity instruments in these transactions on the measurement date, which is determined as the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or the date at which the counterparty&#x2019;s performance is complete. The quantity and terms of the equity instruments issued to non-employees are not known up front as they are dependent upon counterparty performance conditions, the Group measures the equity instruments at their then-current lowest aggregate fair value at each reporting dates, and attributes the changes in those fair values over the future services period until the measurement date has been established.</p><br/><p style="font-size: 10pt; text-indent: 35pt; margin: 0"><i>Modification of an Award</i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">A modification of the terms or conditions of an equity award is treated as an exchange of the original award for a new award. The Group measures the effects of a modification as follows:</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 17.45pt; margin: 0 0 0 0.25in">a.<font style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font>Incremental compensation cost shall be measured as the excess, if any, of the fair value of the modified award determined over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date; and</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 17.45pt; margin: 0 0 6pt 0.25in">b.<font style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font>The total recognized compensation cost for an equity award shall at least equal the fair value of the award at the grant date unless at the date of the modification the performance or service conditions of the original award are not expected to be satisfied.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">The Group records the incremental fair-value-based measure, if any, of the modified award, as compensation cost on the date of modification (for vested awards) or over the remaining service (vesting) period (for unvested awards).</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0"><i>Cancellation of an Award</i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">A cancellation of an award that is not accompanied by the concurrent grant of (or offer to grant) a replacement award or other valuable consideration shall be accounted for as a repurchase for no consideration. Accordingly, any previously unrecognized compensation cost shall be recognized at the cancellation date.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The Group uses the Black-Scholes or the Binominal option-pricing model to determine the fair value of stock options. Determining the value of share-based compensation expense in future periods requires the input of highly subjective assumptions, including estimated forfeitures and the price volatility of the underlying shares. The Group estimates the forfeitures of the shares based on past employee retention rates and its expectations of future retention rates, and prospectively revises the forfeiture rates based on actual history. The share compensation charges may change based on changes to the actual forfeitures. The actual share-based compensation expenses may be materially different from the current expectations.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Share-based compensation expenses of RMB45,317, RMB23,598 and RMB17,653 for the years ended December 31, 2013, 2014 and 2015, respectively, were included in the general and administrative expenses.</p> 45317000 23598000 17653000 <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Employee Benefit Plans</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">As stipulated by the regulations of the PRC, the Group&#x2019;s subsidiaries and VIEs in the PRC participate in various defined contribution plans organized by municipal and provincial governments for its employees. The Group is required to make contributions to these plans at a percentage of the salaries, bonuses and certain allowances of the employees. Under these plans, certain pension, medical and other welfare benefits are provided to employees. The Group has no other material obligation for the payment of employee benefits associated with these plans other than the annual contributions described above. The contributions are charged to the consolidated statement of income and comprehensive income as they become payable in accordance with the rules of the above mentioned defined contribution plans.</p> <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Revenue Recognition</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The Group&#x2019;s revenue is derived principally from the provision of insurance brokerage, agency and claims adjusting services. The Group recognizes revenue when all of the following have occurred: persuasive evidence of an agreement with the insurance companies or insurance agencies exists, services have been provided, the fees for such services are fixed or determinable and collectability of the fee is reasonably assured.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Insurance agency services are considered to be rendered and completed, and revenue is recognized, at the time an insurance policy becomes effective, that is, when the signed insurance policy is in place and the premium is collected from the insured. The Group has met all the four criteria of revenue recognition when the premiums are collected by the Group or the respective insurance companies and not before, because collectability is not ensured until receipt of the premium. Accordingly, the Group does not accrue any commission and fees prior to the receipt of the related premiums. Insurance brokerage services revenue is recognized when the signed insurance policy is in place and the premium is collected from the insured and the commission settlement confirmation is received from insurance companies, because the commission rate for brokerage services is negotiated case by case and the Group&#x2019;s fees are fixed when such confirmation is received. No allowance for cancellation has been recognized for agency and brokerage businesses as the management of the Group estimates, based on its past experience that the cancellation of policies rarely occurs. Any subsequent commission adjustments in connection with policy cancellations which have been deminims to date are recognized upon notification from the insurance carriers. Actual commission and fee adjustments in connection with the cancellation of policies were 0.2%, 0.2% and 0.2% of the total commission and fee revenues during years ended December 31, 2013, 2014 and 2015, respectively. For property insurance and life insurance, agency and brokerage services, the Group may receive a performance bonus from insurance companies as agreed and per contract provisions. Once an agency and brokerage company achieves its performance target, typically a certain sales volume, the bonus will become due. The bonus amount is computed based on the insurance premium amount multiplied by an agreed-upon percentage. The contingent commissions are recorded when a performance target is being achieved. Insurance claims adjusting services are considered to be rendered and completed, and revenue is recognized at the time loss adjusting reports are confirmed being received by insurance companies. The Group has met all the four criteria of revenue recognition when the service is provided and the loss adjusting report is accepted by insurance companies. The Group does not accrue any service fee before the receipt of an insurance company&#x2019;s acknowledgement of receiving the adjusting reports. Any subsequent adjustments in connection with discounts which have been de minims to date are recognized in revenue upon notification from the insurance companies.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Other service fees include commission revenues earned from distribution of wealth management products and revenue from the provision of IT services. Commission from distribution of wealth management products are recorded when the products have been sold to customers, at which time the Group has fulfilled all its services obligations. Revenue from the provision of IT services is recognized when the services are rendered.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">The Group presents revenue net of sales taxes incurred. The sales taxes amounted to RMB99,931, RMB120,965 and RMB157,234 for the years ended December 31, 2013, 2014 and 2015, respectively. According to the Announcement on the VAT Reform Pilot Program of the Transportation and Selected Modern Service Sectors issued by the State Tax Bureau in July 2012, the transportation and some selected modern service sectors, including research and development (R&amp;D) and technical services, information technology services, cultural creative services, logistics support services, tangible personal property leasing services, and assurance and consulting service, should pay value-added tax instead of business tax based on a predetermined timetable (hereinafter referred to as the &#x201c;VAT Reform&#x201d;), effective September 1,2012 for entities in Beijing and November 1, 2012 for entities in Guangdong. The VAT Reform expanded nation-wide from August 1, 2013. &nbsp;A total of seven subsidiaries or VIEs in the Group that engage in consulting and information technology services met the VAT Reform requirements, and have started to pay value-added tax since the respectively effective days. Total Value-added taxes paid by the Group during the years ended December 31, 2014 and 2015 amounted to RMB14,997 and RMB16,370.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">In March 2016, <font style="font-size: 10pt">during the fourth session of the 12th National People&#x2019;s Congress, it was announced that the VAT reform will be fully rolled out and extended to all industries including construction, real estate, financial services and lifestyle services. Subsequently, the State Administration of Taxation and Ministry of Finance jointly issued a Notice on Preparing for the Full Implementation of the VAT Reform (Cai Shui [2016] No. 32). Accordingly, the Group will pay value-added tax instead of business tax starting from May 1, 2016. The Group is in the process of evaluating the impact on the consolidated financial statements.</font></p> 0.002 0.002 0.002 99931000 120965000 157234000 7 14997000 16370000 <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Contingent Consideration</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The Group recognizes all the assets acquired and liabilities assumed in a business combination at the acquisition-date fair values, which will include an estimation of the fair value of contingent consideration payables if any. Subsequent changes in the fair value of contingent consideration payables will be recorded in the consolidated statement of income and comprehensive income when incurred. No change in fair value of contingent consideration payable was charged to consolidated statement of income and comprehensive income for the years ended December 31, 2013, 2014 and 2015.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The selling shareholders of the acquired entities agreed to return part of considerations to the Group, if certain performance criteria cannot be met. The fair value of such contingent arrangements was charged to consolidated statement of income and comprehensive income in the amount of nil, nil and nil for the years ended December 31, 2013, 2014 and 2015, respectively.</p> 0 0 0 <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Fair Value of Financial Instruments.</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Fair value is considered to be the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument&#x2019;s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs may be used to measure fair value include:</p><br/><table cellspacing="0" cellpadding="0" style="width: 100%; border-collapse: collapse; font-size: 10pt"> <tr style="vertical-align: top"> <td style="width: 10%">Level&nbsp;1</td> <td style="width: 90%">applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.</td> </tr> <tr style="vertical-align: top"> <td>Level&nbsp;2</td> <td>applies to assets or liabilities for which there are inputs other than quoted prices included within Level&nbsp;1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.</td> </tr> <tr style="vertical-align: top"> <td>Level&nbsp;3</td> <td>applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The carrying values of the Group&#x2019;s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, insurance premium receivables and payables, other receivables, accounts payable, amounts due from related parties, approximate their fair values due to the short term nature of these instruments.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt"><i>Measured at fair value on a recurring basis</i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">As of December&nbsp;31, 2015 and 2014, information about inputs into the fair value measurements of the Group&#x2019;s assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows.</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Fair&nbsp;Value&nbsp;Measurements&nbsp;at&nbsp;Reporting&nbsp;Date&nbsp;Using</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">Description</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of <br />December 31, <br />2015</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Quoted&nbsp;Prices <br />in Active <br />Markets&nbsp;for <br />Identical <br />Assets <br />(Level 1)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Significant <br />Other <br />Observable <br />Inputs <br />(Level 2)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Significant <br />Unobservable <br />Inputs <br />(Level 3)</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center"></td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 48%; font-size: 10pt; text-align: left">Short-term investments - debt security</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">2,026,256</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">2,026,256</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Fair&nbsp;Value&nbsp;Measurements&nbsp;at&nbsp;Reporting&nbsp;Date&nbsp;Using</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">Description</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of <br />December 31, <br />2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Quoted&nbsp;Prices <br />in Active <br />Markets&nbsp;for <br />Identical <br />Assets <br />(Level 1)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Significant <br />Other <br />Observable <br />Inputs <br />(Level 2)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Significant <br />Unobservable <br />Inputs <br />(Level 3)</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center"></td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 48%; font-size: 10pt; text-align: left">Short-term investments - debt security</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">688,900</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">688,900</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 13.2pt 0 6pt">The debt security consists of investments in trust products and asset management plans that have normally pay a prospective fixed rate of return. These investment are recorded at fair value on a recurring basis. The Group benchmarks the costs against fair values of comparable investments with similar measurement terms, such as prevailing market yields, at the balance sheet date. It is classified as Level 2 of the fair value hierarchy since fair value measurement at reporting date uses significant other observable inputs.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0in; margin: 0 0 12pt 0.5in"><br /> The Group did not have Level 3 investments as of December 31, 2014 and 2015.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt"><i>Measured at fair value on a non-recurring basis</i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The Group measures certain assets, including the cost method investments, equity method investments and intangible assets, at fair value on a nonrecurring basis when they are deemed to be impaired. The fair values of these investments and intangible assets are determined based on valuation techniques using the best information available, and may include management judgments, future performance projections, etc. An impairment charge to these investments is recorded when the cost of the investment exceeds its fair value and this condition is determined to be other-than-temporary, and impairment charge to the intangible assets is recorded when their carrying amounts may not be recoverable.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Goodwill (note 6) and intangible assets (note 2(g)) are measured at fair value on a nonrecurring basis and they are recorded at fair value only when impairment is recognized by applying unobservable inputs such as forecasted financial performance of the acquired business, discount rate, etc. to the discounted cash flow valuation methodology that are significant to the measurement of the fair value of these assets (Level 3).</p> <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Foreign Currencies</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The functional currency of the Company is the United States dollar ("USD"). Assets and liabilities are translated at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income or loss in the consolidated statements of income and comprehensive income. The Group has chosen the Renminbi ("RMB") as their reporting currency.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The functional currency of the most of the Company&#x2019;s subsidiaries and VIEs is RMB. Transactions in other currencies are recorded in RMB at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into RMB at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the consolidated statements of income and comprehensive income.</p> <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Foreign Currency Risk</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People's Bank of China, controls the conversion of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and international economic and political developments that affect supply and demand in the China Foreign Exchange Trading System market of cash and cash equivalents. The Group had aggregate amounts of RMB2,080,842 and RMB1,115,296 of cash and cash equivalents denominated in RMB as of December 31, 2014 and 2015, respectively.</p> 2080842000 1115296000 <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Translation into United States Dollars</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The consolidated financial statements of the Group are stated in RMB. Translations of amounts from RMB into U.S. dollars are solely for the convenience of the readers and were calculated at the rate of US$1.00 = RMB6.4778, representing the noon buying rate in the City of New York for cable transfers of RMB on December 31, 2015, as set forth in H.10 statistical release of the Federal Reserve Board. The translation is not intended to imply that the RMB amounts could have been, or could be, converted, realized or settled into U.S. dollars at that rate on December 31, 2015, or at any other rate.</p> 6.4778 <p style="font-size: 10pt; font-style: italic; font-weight: bold; text-indent: -0.5in; margin: 0 0 12pt 1in">Segment Reporting</p><br/><p style="font-size: 10pt; text-align: justify; margin: 0 0 6pt; text-indent: 0.5in">The Group distributes a variety of property and casualty, and life insurance products underwritten by domestic and foreign insurance companies operating in the PRC, and provides insurance claims adjusting services as well as other insurance-related services and distribution of wealth management products. The Group operated three segments: (1) insurance agency segment, which mainly consists of providing agency services for Property and Casualty (&#x201c;P&amp;C&#x201d;) insurance products and life insurance products to individual clients, (2) insurance brokerage segment, which mainly consists of providing P&amp;C and life insurance brokerage services to institutional clients, and (3) claims adjusting segment, which consists of providing pre-underwriting survey, claim adjusting, disposal of residual value, loading and unloading supervision and consulting services. Details of these operating segments are described in note 21. Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the Group's chief operating decision maker in deciding how to allocate resources and in assessing performance.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Substantially all revenues of the Group are derived in the PRC and all long-lived assets are located in the PRC.</p> 3 <p style="font-size: 10pt; font-style: italic; font-weight: bold; text-indent: -0.5in; margin: 0 0 12pt 1in">Earnings per Share ("EPS") or ADS</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Basic EPS is calculated by dividing the net income available to common shareholders by the weighted average number of ordinary shares /ADS outstanding during the year. Diluted EPS is calculated by using the weighted average number of ordinary shares /ADS outstanding adjusted to include the potentially dilutive effect of outstanding share-based awards, unless their inclusion in the calculation is anti-dilutive.</p> <p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt"><b><i>Advertising Costs</i></b></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Advertising costs are expensed as incurred. Advertising costs amounted to RMB5,724, RMB6,553 and RMB5,696 for the years ended December 31, 2013, 2014 and 2015, respectively.</p> 5724000 6553000 5696000 <p style="font-size: 10pt; margin: 0 0 0 0.5in"><b><i>Operating Leases</i></b></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements of income and comprehensive income over the lease period.</p> <p style="font-size: 10pt; font-style: italic; font-weight: bold; text-indent: -0.5in; margin: 0 0 12pt 1in">Accumulated Other Comprehensive Income</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The Group presents comprehensive income in the consolidated statements of income and comprehensive income with net income in a continuous statement.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">Accumulated other comprehensive income represents foreign currency translation adjustments and share of other comprehensive income of the affiliates for the period.</p> <table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; font-style: italic; font-weight: bold; margin-top: 0; margin-bottom: 12pt"><tr style="vertical-align: top"><td>Recently Issued Accounting Standards Not Yet Adopted</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)". The guidance substantially converges final standards on revenue recognition between the FASB and the International Accounting Standards Board providing a framework on addressing revenue recognition issues and, upon its effective date, replaces almost all exiting revenue recognition guidance, including industry specific guidance, in current U.S. generally accepted accounting principles. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Step 1: Identify the contract(s) with a customer.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Step 2: Identify the performance obligations in the contract.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Step 3: Determine the transaction price.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Step 4: Allocate the transaction price to the performance obligations in the contract.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">ASU 2014-09 is originally effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. ASU 2015-14, Revenue from Contracts with Customers, defers the effective date of ASU 2014-09 by one year. As a result, ASU 2014-09 is effective for annual reporting periods beginning after December&nbsp;15, 2017 and interim periods therein. Early adoption is permitted to the original effective date. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">In January 2015, the FASB issued a new pronouncement which eliminates from U.S. GAAP the concept of extraordinary items.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Subtopic 225-20, Income Statement - Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">The FASB heard from stakeholders that the concept of extraordinary items causes uncertainty because it is unclear when an item should be considered both unusual and infrequent. Additionally, some stakeholders said that although users find information about unusual or infrequent events and transactions useful, they do not find the extraordinary item classification and presentation necessary to identify those events and transactions. Other stakeholders noted that it is extremely rare in current practice for a transaction or event to meet the requirements to be presented as an extraordinary item.</p><br/><p style="font-size: 10pt; text-align: justify; margin: 0; text-indent: 0.5in">The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this ASU is not expected to have a material impact on the Group&#x2019;s consolidated financial results or disclosures.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">In September, 2015, the FASB issued a new pronouncement, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. To simplify the accounting for adjustments made to provisional amounts recognized in a business combination, the amendments eliminate the requirement to retrospectively account for those adjustments.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">Under this ASU, an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The ASU also requires acquirers to present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">For public business entities, the ASU is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The ASU must be applied prospectively to adjustments to provisional amounts that occur after the effective date. Early adoption is permitted for financial statements that have not been issued. The Group does not expect the adoption of this guidance will have a significant effect on the Group's consolidated financial statements.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">In November, 2015, the FASB issued a new pronouncement which changes how deferred taxes are classified on organizations&#x2019; balance sheets.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"), which requires that equity investments, except for those accounted for under the equity method or those that result in consolidation of the investee, be measured at fair value, with subsequent changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. ASU 2016-01 also impacts the presentation and disclosure requirements for financial instruments. ASU 2016-01 is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted only for certain provisions. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 35.5pt; margin: 0">In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on the balance sheet. This ASU requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. The ASU does not significantly change the lessees' recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Lessors' accounting under the ASC is largely unchanged from the previous accounting standard. In addition, the ASU expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. The provisions of this guidance are effective for annual periods beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 35.5pt; margin: 0">In March 2016, the FASB issued ASU 2016-08, which amends the principal-versus-agent implementation guidance and illustrations in the Board's new revenue standard (ASC 606). The amendments in this update clarify the implementation guidance on principal versus agent considerations. When another party, along with the reporting entity, is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide that good or service to the customer (as a principal) or to arrange for the good or service to be provided to the customer by the other party (as an agent). The guidance is effective for interim and annual periods beginning after December 15, 2017. The Group is in the process of evaluating the impact of adoption of this guidance on the consolidated financial statements.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 35.5pt; margin: 0">In March 2016, the FASB issued ASU 2016-09, which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. For public entities, the ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods. Early adoption will be permitted in any interim or annual period for which financial statements have not yet been issued or have not been made available for issuance. The Group is in the process of evaluating the impact of adoption of this guidance on the consolidated financial statements.</p> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 74%; font-size: 10pt; text-align: left">Accounts receivable</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">202,737</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">254,510</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Allowance for doubtful accounts</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(16,587</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(13,246</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Accounts receivable, net</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">186,150</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">241,264</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 202737000 254510000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Balance at the beginning of the year</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">9,903</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">12,655</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">16,587</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Provision for doubtful accounts</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">5,303</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,932</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4,991</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Write-offs</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(2,551</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(8,332</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Balance at the ending of the year</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">12,655</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">16,587</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">13,246</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 9903000 12655000 16587000 5303000 3932000 4991000 2551000 0 8332000 13246000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Estimated useful life (Years)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Estimated residual value</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 74%; font-size: 10pt">Building</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 4%; font-size: 10pt; text-align: right">20</td> <td style="width: 5%; font-size: 10pt; text-align: center">-</td> <td style="width: 3%; font-size: 10pt; text-align: left">36</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 3%; font-size: 10pt; text-align: right">&nbsp;</td> <td style="width: 6%; font-size: 10pt; text-align: center">0%</td> <td style="width: 3%; font-size: 10pt; text-align: left"></td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Office equipment, furniture and fixtures</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3</td> <td style="font-size: 10pt; text-align: center">-</td> <td style="font-size: 10pt; text-align: left">5</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0%</td> <td style="font-size: 10pt; text-align: center">-</td> <td style="font-size: 10pt; text-align: left">3%</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Motor vehicles</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">5</td> <td style="font-size: 10pt; text-align: center">-</td> <td style="font-size: 10pt; text-align: left">10</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0%</td> <td style="font-size: 10pt; text-align: center">-</td> <td style="font-size: 10pt; text-align: left">3%</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Leasehold improvements</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: center">5</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: center">0%</td> <td style="font-size: 10pt; text-align: left"></td> </tr> </table> P20Y P36Y 0.00 P3Y P5Y 0.00 0.03 P5Y P10Y 0.00 0.03 P5Y 0.00 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Commission and fees under operating costs</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">4,988</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">5,508</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">2,056</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Selling expenses</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,636</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,282</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,180</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">General and administrative expenses</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">24,629</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">21,445</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">15,147</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Depreciation for the year</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">31,253</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">28,235</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">18,383</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 4988000 5508000 2056000 1636000 1282000 1180000 24629000 21445000 15147000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31, 2014</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Useful life <br />(Years)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Cost</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Accumulated amortization</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Accumulated <br />Impairment loss</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Net carrying values</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center"><font style="font-size: 10pt"><b>RMB</b></font></td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center"><font style="font-size: 10pt"><b>RMB</b></font></td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center"><font style="font-size: 10pt"><b>RMB</b></font></td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center"><font style="font-size: 10pt"><b>RMB</b></font></td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Brand name</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center"><font style="font-size: 10pt">Indefinite</font></td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">24,091</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(20,384</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,707</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; width: 35%">Trade name</td> <td style="font-size: 10pt; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: right; width: 4%">9.4</td> <td style="font-size: 10pt; text-align: center; width: 5%"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left; width: 3%">10</td> <td style="font-size: 10pt; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: right; width: 10%">8,898</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> <td style="font-size: 10pt; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: right; width: 10%">(3,867</td> <td style="font-size: 10pt; text-align: left; width: 1%">)</td> <td style="font-size: 10pt; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: right; width: 10%">&#x2014;</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> <td style="font-size: 10pt; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> <td style="font-size: 10pt; text-align: right; width: 10%">5,031</td> <td style="font-size: 10pt; text-align: left; width: 1%">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Customer relationship</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4.6</td> <td style="font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left">9.8</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">67,096</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(48,012</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(5,760</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">13,324</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Non-compete agreement</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3</td> <td style="font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left">6.25</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">69,485</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(32,557</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(34,692</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,236</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Agency agreement and license </td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4.6</td> <td style="font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left">9.8</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">21,394</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(14,789</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(581</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,024</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Software and system</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">5</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">10</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">5,999</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(4,723</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,276</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: center; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td colspan="3" style="padding-bottom: 2.25pt; font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">196,963</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">(103,948</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">(61,417</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">31,598</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31, 2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Useful life <br />(Years)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Cost</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Accumulated amortization</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Accumulated <br />Impairment loss</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Net carrying values</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Brand name</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">Indefinite</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right"></td> <td style="font-size: 10pt; text-align: right">20,111</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: right"></td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(16,404</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,707</td> <td style="font-size: 10pt; text-align: right"></td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 35%; font-size: 10pt; text-align: left">Trade name</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 4%; font-size: 10pt; text-align: right">9.4</td> <td style="width: 5%; font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="width: 3%; font-size: 10pt; text-align: left">10</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">8,898</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">(4,808</td> <td style="width: 1%; font-size: 10pt; text-align: left">)</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">4,090</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Customer relationship</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4.6</td> <td style="font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left">9.8</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">61,186</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(51,264</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(2,953</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,969</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Non-compete agreement</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3</td> <td style="font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left">6.25</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">69,075</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(33,819</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(34,692</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">564</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Agency agreement and license</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4.6</td> <td style="font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="font-size: 10pt; text-align: left">9.8</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">20,404</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(15,949</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(77</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4,378</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Software and system</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">5</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: center"><font style="font-size: 10pt"> to </font></td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">10</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">5,680</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(5,680</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td colspan="3" style="padding-bottom: 2.25pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">185,354</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">(111,520</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">(54,126</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">19,708</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 24091000 20384000 3707000 P9Y146D P10Y 8898000 3867000 5031000 P4Y219D P9Y292D 67096000 48012000 5760000 13324000 P3Y P6Y3M 69485000 32557000 34692000 2236000 P4Y219D P9Y292D 21394000 14789000 581000 6024000 P5Y P10Y 5999000 4723000 1276000 196963000 103948000 61417000 20111000 16404000 3707000 P9Y146D P10Y 8898000 4808000 4090000 P4Y219D P9Y292D 61186000 51264000 2953000 6969000 P3Y P6Y3M 69075000 33819000 34692000 564000 P4Y219D P9Y292D 20404000 15949000 77000 4378000 P5Y P10Y 5680000 5680000 185354000 111520000 54126000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Fair&nbsp;Value&nbsp;Measurements&nbsp;at&nbsp;Reporting&nbsp;Date&nbsp;Using</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">Description</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of <br />December 31, <br />2015</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Quoted&nbsp;Prices <br />in Active <br />Markets&nbsp;for <br />Identical <br />Assets <br />(Level 1)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Significant <br />Other <br />Observable <br />Inputs <br />(Level 2)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Significant <br />Unobservable <br />Inputs <br />(Level 3)</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center"></td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 48%; font-size: 10pt; text-align: left">Short-term investments - debt security</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">2,026,256</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">2,026,256</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Fair&nbsp;Value&nbsp;Measurements&nbsp;at&nbsp;Reporting&nbsp;Date&nbsp;Using</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">Description</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of <br />December 31, <br />2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Quoted&nbsp;Prices <br />in Active <br />Markets&nbsp;for <br />Identical <br />Assets <br />(Level 1)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Significant <br />Other <br />Observable <br />Inputs <br />(Level 2)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Significant <br />Unobservable <br />Inputs <br />(Level 3)</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center"></td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 48%; font-size: 10pt; text-align: left">Short-term investments - debt security</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">688,900</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">688,900</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 2026256000 2026256000 688900000 688900000 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left"><b>(3)</b></td> <td style="width: 5pt"></td> <td style="text-align: justify"><b>Acquisitions and reorganisation</b></td> </tr> </table><br/><p style="font-size: 10pt; font-weight: bold; margin: 0 0 12pt 0.5in"><br /> Acquisitions and reorganisation in 2015</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 6pt 0 12pt"><i>Acquisitions of additional interests in subsidiaries</i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 6pt 0 12pt">During the year ended December 31, 2015, the Group had entered into several agreements to acquire from the non-controlling shareholders of certain of the Group&#x2019;s subsidiaries the additional interests in those subsidiaries for the total considerations of RMB187,810. The Group retains its controlling financial interests before and after the transactions.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 6pt 0 12pt">The schedule below discloses the effects of changes in the Group&#x2019;s ownership in subsidiaries on the Group's equity:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" nowrap="nowrap" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year ended December <br /> 31, 2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 87%; font-size: 10pt; text-align: left">Net income attributable to the Company's shareholders</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">210,086</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; text-indent: 0pt; padding-left: 10pt">Decrease in Company's additional paid-in capital for acquisitions of additional equity interests from noncontrolling interests</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(160,023</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; padding-left: 10pt; text-indent: -10pt">Changes from net income attributable to Company&#x2019;s shareholders and transfers to noncontrolling interests</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">50,063</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 6pt 0 12pt"><i>Reorganisation</i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 6pt 0 12pt">In 2015, the Group completed corporate restructuring relating to CNinsure Insurance Surveyors &amp; Loss Adjustors Holding Co., Ltd. ("CISLA"), or the CISLA Restructuring, the operating company for the claims adjusting segment. Prior to the CISLA Restructuring, the Group owned 51% of the equity interests of Guangdong CNinsure Fangzhong Investment Management Co., Ltd., ("Fangzhong"), which held 100% equity interests in CISLA. In June 2015, CISLA introduced two new investors, Shenzhen Yuanqian Investment Partnership (Limited Partnership) and Shenzhen Longqian Investment Partnership (Limited Partnership), hereinafter referred to as &#x201c;Yuanqian&#x201d; and &#x201c;Longqian&#x201d;. Yuanqian and Longqian are owned by certain members of the management of the claims adjusting segment. Yuanqian and Longqian together subscribed for total of 12.4% of the equity interests in CISLA for a cash consideration of RMB17,000. As a result, Fangzhong's shareholding in CISLA was diluted from 100% to 87.6%. In July 2015, Fangzhong transferred 44.7% and 42.9% of the equity interests in CISLA to Guangdong Meidiya Investment Co., Ltd. ("Meidiya Investments"), a subsidiary of the Group, and 22 individuals, among whom were management members of the claims adjusting segment, for total purchase prices of RMB61,200 and RMB58,800, respectively. These purchase prices were calculated on the basis of total capital contribution by Fangzhong to CISLA. After the CISLA Restructuring, the Group owns 44.7% of the equity interests and remains as the largest shareholder. The Group continue to exercise substantial control over CISLA pursuant to shareholders&#x2019; agreements signed with Yuanqian, Longqian and two executive officers of the claims adjusting segment.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">The Group recorded stock compensation expense of RMB3,400, being the excess of the estimated fair value of Yuanqian, Longqian and 22 individual&#x2019;s equity interest in CISLA over the consideration paid by the investors. The excess is deemed compensation to the two partnerships&#x2019; shareholders, who are members of the claims adjusting segment&#x2019;s management, for their past services.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">In July 2015, in order to align the interests of the founding team of Chetong.net with the growth of the platform, Fangzhong, the subsidiary of the Group that initially owned 100% of the equity interests in Chetong Network and operated Chetong.net, transferred&nbsp; 80.1% of the equity interests in Chetong Network to the management and employees of Chetong Network for cash consideration of RMB16,020, and 19.9% of the equity interests in Chetong Network to CISLA for cash consideration of RMB3,980 which approximated its fair value at the disposal date. As a result, CISLA and the management and employees of Chetong Network currently hold 19.9% and 80.1% of Chetong Network, respectively.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0">As part of the Company&#x2019;s growth strategy, CISLA filed an application in November 2015 with <font style="font-size: 10pt">National Equities Exchange and Quotations (&#x201c;NEEQ&#x201d;) to list on the New Third Board, an emerging over-the-counter stock market for medium- and small-cap companies in China.</font></p><br/><p style="font-size: 10pt; font-weight: bold; text-indent: 1pt; margin: 0 0 12pt 35pt">Acquisitions in 2014</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 35pt; margin: 0">In April 2014, the Group entered into agreements to acquire 100% equity interests in Nanjing Yukai Insurance Agency Co., Ltd. ("Nanjing") and Wenzhou Huilian Insurance Agency Co., Ltd ("Wenzhou") at the cash consideration of RMB27,000 and RMB16,000, respectively.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 35pt; margin: 0">In April 2014, the Group also entered into an agreement to acquire the remaining 70% equity interests in Jiaxing Lianbao Insurance Agency Co., Ltd ("Jiaxing") at the cash consideration of RMB21,000. The fair value of 30% equity interests in Jiaxing previously held by the Group was remeasured to RMB9,000, hence the Group recognized gain from step acquisition of RMB8,812 at acquisition date.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 35pt; margin: 0">The acquisitions of Nanjing, Wenzhou and Jiaxing were completed on May 1, 2014. Pursuant to the agreements, the selling shareholders of Nanjing, Wenzhou and Jiaxing agreed to return part of considerations to the Group, if the performance criteria of Nanjing, Wenzhou and Jiaxing for years 2014 to 2016 cannot be met. The fair value of such contingent arrangements approximates to zero at the acquisition date. As for the year ended December 31, 2014, Wenzhou has met the performance criteria but Nanjing and Jiaxing has failed to meet the performance criteria. As for the year ended December 31, 2015, all of the three subsidiaries failed to meet the performance criteria. The Group has issued waivers to the sellers of the three subsidiaries to release the return of considerations related to these three companies&#x2019; under-performance for both 2014 and 2015.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The following table summarizes the estimated fair values for major classes of assets acquired and liabilities assumed at the date of acquisition:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; text-align: center">Nanjing</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Wenzhou</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Jiaxing</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Net tangible (liabilities) assets acquired</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">(4,116</td> <td style="width: 1%; font-size: 10pt; text-align: left">)</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">2,708</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">3,670</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Intangible assets</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">7,650</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4,110</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">7,290</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Goodwill</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">23,850</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">10,209</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">20,862</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Deferred tax assets</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,529</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Deferred tax liabilities</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(1,913</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(1,027</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(1,822</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Total consideration</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">27,000</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">16,000</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">30,000</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The excess of purchase price over tangible assets and identifiable intangible assets acquired and liabilities assumed was recorded as goodwill. The goodwill of RMB54,921 arising from the acquisitions consists largely of the synergies and economies of scale expected from combining the operations of the Group and the acquired companies. All of the goodwill was assigned to the Group&#x2019;s agency segment. None of the goodwill recognized is expected to be deductible for income tax purposes.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The acquired intangible assets were composed of the following:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center">Fair Value Acquired</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt">Useful life</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">RMB</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">(Years)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Nanjing</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Wenzhou</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Jiaxing</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 48%; font-size: 10pt; text-align: left">Customer relationship</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: center">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: center">6.7</td> <td style="width: 1%; font-size: 10pt; text-align: center">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">4,840</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">2,920</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">4,630</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Non-compete agreement</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; text-align: center">3.0</td> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">520</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">270</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">480</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Agency agreement</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: center">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: center">6</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">2,290</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">920</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">2,180</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Total</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: center">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: center">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">7,650</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">4,110</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">7,290</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The weighted average amortization period of the intangible asset acquired is 6.3 years.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt">The following unaudited pro forma information summarizes the effect of the acquisitions, as if the acquisitions had occurred as of January 1, 2013. This unaudited pro forma information is presented for information purposes only. It is based on historical information and does not purport to represent the actual results that may have occurred had the Group consummated the acquisitions on January 1, 2013, nor is it necessarily indicative of future results of operations of the consolidated enterprises:</p><br/><p style="font-size: 10pt; text-decoration: underline; margin-top: 0pt; margin-bottom: 0pt"><u>Pro forma for year ended December 31, 2013</u></p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Nanjing</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Wenzhou</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Jiaxing</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">(unaudited)</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">(unaudited)</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">(unaudited)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left; padding-bottom: 1pt">Pro forma net revenues</td> <td style="width: 1%; font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; padding-bottom: 1pt; font-size: 10pt; text-align: right">1,769,665</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; padding-bottom: 1pt; font-size: 10pt; text-align: right">1,769,428</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; padding-bottom: 1pt; font-size: 10pt; text-align: right">1,780,360</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Pro forma income from operations</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">16,561</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">17,531</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">16,348</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Pro forma net income</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">94,541</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">95,289</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">94,215</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Pro forma net income per share</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.09</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.10</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.09</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0in; margin: 0 0 12pt"><u>Pro forma for year ended December 31, 2014</u></p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Nanjing</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Wenzhou</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Jiaxing</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt">(unaudited)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt">(unaudited)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt">(unaudited)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left; padding-bottom: 1pt">Pro forma net revenues</td> <td style="width: 1%; font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; padding-bottom: 1pt; font-size: 10pt; text-align: right">2,159,466</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; padding-bottom: 1pt; font-size: 10pt; text-align: right">2,155,319</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; padding-bottom: 1pt; font-size: 10pt; text-align: right">2,163,231</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Pro forma income from operations</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">30,612</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">30,840</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">31,355</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Pro forma net income</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">161,580</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">161,736</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">162,318</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Pro forma net <font style="font-size: 10pt">income per share</font></td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right"><p style="margin: 0">0.16</p> </td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right"><p style="margin: 0">0.16</p> </td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right"><p style="margin: 0">0.16</p> </td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The amounts of Nanjing, Wenzhou and Jiaxing&#x2019;s net revenue and earnings included in the Group&#x2019;s consolidated income statement from May 1, 2014 to December 31, 2014 are RMB19,060, RMB11,902 and RMB22,136, respectively and RMB2,323, RMB1,151 and RMB619, respectively.</p><br/> 187810000 0.51 1.00 0.124 17000000 0.876 0.447 0.429 61200000 58800000 0.447 3400000 1.00 0.801 16020000 0.199 3980000 1.00 27000000 16000000 0.70 21000000 0.30 9000000 8812000 0 0 0 54921000 P6Y109D 19060000 11902000 22136000 2323000 1151000 619000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" nowrap="nowrap" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year ended December <br /> 31, 2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 87%; font-size: 10pt; text-align: left">Net income attributable to the Company's shareholders</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">210,086</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; text-indent: 0pt; padding-left: 10pt">Decrease in Company's additional paid-in capital for acquisitions of additional equity interests from noncontrolling interests</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(160,023</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; padding-left: 10pt; text-indent: -10pt">Changes from net income attributable to Company&#x2019;s shareholders and transfers to noncontrolling interests</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">50,063</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> -160023000 50063000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; text-align: center">Nanjing</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Wenzhou</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Jiaxing</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Net tangible (liabilities) assets acquired</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">(4,116</td> <td style="width: 1%; font-size: 10pt; text-align: left">)</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">2,708</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">3,670</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Intangible assets</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">7,650</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4,110</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">7,290</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Goodwill</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">23,850</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">10,209</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">20,862</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Deferred tax assets</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,529</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Deferred tax liabilities</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(1,913</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(1,027</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(1,822</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Total consideration</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">27,000</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">16,000</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">30,000</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> -4116000 2708000 3670000 7650000 4110000 7290000 23850000 10209000 20862000 1529000 1913000 1027000 1822000 27000000 16000000 30000000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center">Fair Value Acquired</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt">Useful life</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">RMB</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">(Years)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Nanjing</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Wenzhou</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Jiaxing</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 48%; font-size: 10pt; text-align: left">Customer relationship</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: center">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: center">6.7</td> <td style="width: 1%; font-size: 10pt; text-align: center">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">4,840</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">2,920</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">4,630</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Non-compete agreement</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; text-align: center">3.0</td> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">520</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">270</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">480</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Agency agreement</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: center">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: center">6</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">2,290</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">920</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">2,180</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Total</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: center">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: center">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">7,650</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">4,110</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">7,290</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> P6Y255D 4840000 2920000 4630000 P3Y 520000 270000 480000 P6Y 2290000 920000 2180000 7650000 4110000 7290000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Nanjing</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Wenzhou</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Jiaxing</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">(unaudited)</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">(unaudited)</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">(unaudited)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left; padding-bottom: 1pt">Pro forma net revenues</td> <td style="width: 1%; font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; padding-bottom: 1pt; font-size: 10pt; text-align: right">1,769,665</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; padding-bottom: 1pt; font-size: 10pt; text-align: right">1,769,428</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; padding-bottom: 1pt; font-size: 10pt; text-align: right">1,780,360</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Pro forma income from operations</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">16,561</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">17,531</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">16,348</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Pro forma net income</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">94,541</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">95,289</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">94,215</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Pro forma net income per share</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.09</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.10</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.09</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Nanjing</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Wenzhou</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Jiaxing</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt">(unaudited)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt">(unaudited)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt">(unaudited)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left; padding-bottom: 1pt">Pro forma net revenues</td> <td style="width: 1%; font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; padding-bottom: 1pt; font-size: 10pt; text-align: right">2,159,466</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; padding-bottom: 1pt; font-size: 10pt; text-align: right">2,155,319</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; padding-bottom: 1pt; font-size: 10pt; text-align: right">2,163,231</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Pro forma income from operations</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">30,612</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">30,840</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">31,355</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Pro forma net income</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">161,580</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">161,736</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">162,318</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Pro forma net <font style="font-size: 10pt">income per share</font></td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right"><p style="margin: 0">0.16</p> </td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right"><p style="margin: 0">0.16</p> </td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right"><p style="margin: 0">0.16</p> </td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 1769665000 1769428000 1780360000 16561000 17531000 16348000 94541000 95289000 94215000 0.09 0.10 0.09 2159466000 2155319000 2163231000 30612000 30840000 31355000 161580000 161736000 162318000 0.16 0.16 0.16 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left"><b>(4)</b></td> <td style="width: 5pt"></td> <td style="text-align: justify"><b>Other Receivables</b></td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Other receivables, net are analyzed as follows:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 74%; font-size: 10pt; text-align: left">Advances to staff (i)</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">8,159</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">6,492</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Advances to entrepreneurial agents (ii)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">981</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">367</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Rental deposits</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">5,701</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">7,655</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Interest income receivables (iii)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">46,472</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">29,708</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Value-added tax recoverable (iv)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,786</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Receivable from third parties (v)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">17,020</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Other</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">7,030</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">7,606</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">88,149</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">51,828</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" style="font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 15pt; text-align: left">(i)</td> <td style="width: 5pt"></td> <td style="text-align: justify">This represented advances to staff of the Group for daily business operations which are unsecured, interest-free and repayable on demand.</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" style="font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 15pt; text-align: left">(ii)</td> <td style="width: 5pt"></td> <td style="text-align: justify">This represented advances to entrepreneurial agents who provide services to the Group. The advances are used by agents to develop business. The advances were unsecured, interest-free and repayable on demand.</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" style="font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 15pt; text-align: left">(iii)</td> <td style="width: 5pt"></td> <td style="text-align: justify">This represented accrued interest income on bank deposits, interest bearing receivable from third parties as described in (v) and accrued interest on subscription receivables (note 2(m)).</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" style="font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 15pt; text-align: left">(iv)</td> <td style="width: 5pt"></td> <td style="text-align: justify">As of December 31, 2014, the amount represented value-added tax to be refunded from tax bureau. The amount of value-added tax outstanding as of December 31, 2014 had been refunded during the year 2015.</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" style="font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 15pt; text-align: left">(v)</td> <td style="width: 5pt"></td> <td style="text-align: justify">As of December 31, 2014, receivable from third party represented the amount due from Guangdong Jintaiping Asset Management Co. Ltd in an amount of 17,020, which has been fully settled in 2015.</td> </tr> </table><br/> 17020 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 74%; font-size: 10pt; text-align: left">Advances to staff (i)</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">8,159</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">6,492</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Advances to entrepreneurial agents (ii)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">981</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">367</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Rental deposits</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">5,701</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">7,655</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Interest income receivables (iii)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">46,472</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">29,708</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Value-added tax recoverable (iv)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,786</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Receivable from third parties (v)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">17,020</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Other</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">7,030</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">7,606</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">88,149</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">51,828</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 8159000 6492000 981000 367000 5701000 7655000 46472000 29708000 2786000 17020000 7030000 7606000 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; font-weight: bold; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left">(5)</td> <td style="width: 5pt"></td> <td style="text-align: justify">Property, Plant and Equipment</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Property, plant and equipment, net, is comprised of the following:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 74%; font-size: 10pt">Building</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">12,317</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">12,317</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Office equipment, furniture and fixtures</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">127,498</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">128,401</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Motor vehicles</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">35,229</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">26,341</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Leasehold improvements</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">10,817</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">9,657</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Total</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">185,861</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">176,716</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Less: Accumulated depreciation</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(138,690</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(142,571</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Property, plant and equipment, net</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">47,171</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">34,145</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">No impairment for property, plant and equipment was recorded for the years ended December 31, 2013, 2014 and 2015.</p><br/> 0 0 0 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 74%; font-size: 10pt">Building</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">12,317</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">12,317</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Office equipment, furniture and fixtures</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">127,498</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">128,401</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Motor vehicles</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">35,229</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">26,341</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Leasehold improvements</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">10,817</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">9,657</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Total</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">185,861</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">176,716</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Less: Accumulated depreciation</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(138,690</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(142,571</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Property, plant and equipment, net</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">47,171</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">34,145</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 12317000 12317000 127498000 128401000 35229000 26341000 10817000 9657000 185861000 176716000 138690000 142571000 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; font-weight: bold; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left">(6)</td> <td style="width: 5pt"></td> <td style="text-align: justify">Goodwill</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The movements in carrying amount of goodwill by reportable segments are as follows:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Agency <br />segment</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center"></td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 87%; font-size: 10pt; padding-bottom: 1pt">Balance as of January 1, 2014</td> <td style="width: 1%; font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; padding-bottom: 1pt; font-size: 10pt; text-align: right">78,553</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Addition for acquisitions in 2014</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">54,921</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Balance as of December 31, 2014</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">133,474</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Balance as of December 31, 2015</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">133,474</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The gross amount and accumulated impairment losses by segment as of December 31, 2014 and 2015 are as follows:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Agency <br />segment</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Claims <br /> Adjusting <br /> segment</td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Total</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center"></td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt">Gross as of January 1, 2014 and December 31, 2014</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">1,096,102</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">38,077</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">1,134,179</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Eliminated on disposal of a subsidiary </td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(16,940</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(16,940</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Gross as of December 31, 2015</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,096,102</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">21,137</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,117,239</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt">Accumulated impairment loss as of January 1, 2014 and December 31, 2014</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(962,628</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(38,077</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(1,000,705</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Eliminated on disposal of a subsidiary</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">16,940</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">16,940</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 1pt">Accumulated impairment loss as of December 31, 2015</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(962,628</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(21,137</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(983,765</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Net as of January 1, 2014, December 31, 2014 and 2015</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">133,474</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">133,474</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The Group performed the annual impairment analysis as of the balance sheet date. There has been no impairment loss recognized in goodwill for the years ended December 31, 2013, 2014 and 2015, respectively.</p><br/> 0 0 0 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Agency <br />segment</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center"></td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 87%; font-size: 10pt; padding-bottom: 1pt">Balance as of January 1, 2014</td> <td style="width: 1%; font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; padding-bottom: 1pt; font-size: 10pt; text-align: right">78,553</td> <td style="width: 1%; padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Addition for acquisitions in 2014</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">54,921</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Balance as of December 31, 2014</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">133,474</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Balance as of December 31, 2015</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">133,474</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 78553000 54921000 133474000 133474000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Agency <br />segment</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Claims <br /> Adjusting <br /> segment</td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Total</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center"></td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt">Gross as of January 1, 2014 and December 31, 2014</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">1,096,102</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">38,077</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">1,134,179</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Eliminated on disposal of a subsidiary </td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(16,940</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(16,940</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Gross as of December 31, 2015</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,096,102</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">21,137</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,117,239</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt">Accumulated impairment loss as of January 1, 2014 and December 31, 2014</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(962,628</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(38,077</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(1,000,705</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Eliminated on disposal of a subsidiary</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">16,940</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">16,940</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 1pt">Accumulated impairment loss as of December 31, 2015</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(962,628</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(21,137</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(983,765</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Net as of January 1, 2014, December 31, 2014 and 2015</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">133,474</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">133,474</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 1096102000 38077000 1134179000 -16940000 -16940000 1096102000 21137000 1117239000 962628000 38077000 1000705000 16940000 16940000 962628000 21137000 983765000 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; font-weight: bold; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left">(7)</td> <td style="width: 5pt"></td> <td style="text-align: justify">Investment in Affiliates</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font style="font-weight: normal">As of December 31, 2014 and 2015, investments in affiliates represent (i) 40% equity interest in Shanghai Teamhead Automobile Surveyors Co., Ltd. ("Teamhead Automobile") which is a PRC registered company that provides insurance surveyor and loss adjustors services, and (ii) 20.6% equity interest in Sincere Fame International Limited ("Sincere Fame") which is financial services company registered in BVI and based in Guangzhou, PRC, primarily engaged in the origination and management of small loans made to individuals, loan repackaging transaction, asset management-related services to financial institutions and mortgage agency services to individuals. </font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font style="font-weight: normal">During the years ended December 31, 2013, 2014 and 2015, the Group recognized its share of income of affiliates in the amount of RMB20,621, RMB30,649 and RMB26,924 respectively. During the years ended December 31, 2013, 2014 and 2015, the Group recognized its share of other comprehensive income of affiliates in the amount of nil, nil and RMB37,567, respectively.</font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Investment as of December 31, 2014 and 2015 were as follows:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td>&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center"></td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 74%; font-size: 10pt; text-align: left">Teamhead Automobile</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">498</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">528</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Sincere Fame</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">219,205</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">283,666</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Total</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">219,703</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">284,194</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The summarized financial information of equity method investees is illustrated as below:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Balance sheet</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 74%; font-size: 10pt; text-align: left">Current assets</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">364,045</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">1,348,637</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Non-current assets</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,335,315</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,190,168</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Current liabilities</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">929,731</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,389,167</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Non-current liabilities</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">2,904</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">69,615</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year Ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold">Results of operation</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Net Revenues</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">365,521</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">403,908</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">599,372</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Gross profit</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">295,954</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">346,688</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">427,258</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Income from operations</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">139,211</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">184,531</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">158,846</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Net profit</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">116,674</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">148,891</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">130,647</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/> 0.40 0.40 0.206 0.206 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td>&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center"></td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 74%; font-size: 10pt; text-align: left">Teamhead Automobile</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">498</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">528</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Sincere Fame</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">219,205</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">283,666</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Total</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">219,703</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">284,194</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 498000 528000 219205000 283666000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Balance sheet</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 74%; font-size: 10pt; text-align: left">Current assets</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">364,045</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">1,348,637</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Non-current assets</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,335,315</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,190,168</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Current liabilities</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">929,731</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,389,167</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Non-current liabilities</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">2,904</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">69,615</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 364045000 1348637000 1335315000 2190168000 929731000 2389167000 2904000 69615000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year Ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold">Results of operation</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Net Revenues</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">365,521</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">403,908</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">599,372</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Gross profit</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">295,954</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">346,688</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">427,258</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Income from operations</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">139,211</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">184,531</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">158,846</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Net profit</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">116,674</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">148,891</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">130,647</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 365521000 403908000 599372000 295954000 346688000 427258000 139211000 184531000 158846000 116674000 148891000 130647000 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; font-weight: bold; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left">(8)</td> <td style="width: 5pt"></td> <td style="text-align: justify">Variable Interest Entities</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">PRC laws and regulations place certain restrictions on foreign investment in and ownership of insurance agencies, brokerages and on-line business. Accordingly, the Group conducts some of its operations in China through contractual arrangements among its PRC subsidiaries, two PRC affiliated entities and the equity shareholders of these PRC affiliated entities, who are PRC nationals. The contractual arrangements include a series of contracts entered into between the Group&#x2019;s PRC subsidiaries and the equity shareholders of these PRC affiliated entities and these PRC affiliated entities, including loan agreements, equity pledge agreements, irrevocable powers of attorney, exclusive purchase option agreements, consulting and service agreements, information technology ("IT") platform service agreements and technology service agreements. Through these contractual arrangements, the Group is entitled to: (1) receive service fees from the subsidiaries of these PRC affiliated entities; (2) exercise all of the voting powers of the owners of these PRC affiliated entities; (3) receive dividends declared by these PRC affiliated entities and their subsidiaries; (4) acquire all the equity interests of these PRC affiliated entities and their subsidiaries once PRC laws permit; and (5) exercise its substantive kick out right under the terms of the exclusive purchase option agreement. As the Company is the sole primary beneficiary of these VIEs, the Company consolidates them into its consolidated financial statements.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">In recent years, some rules and regulations governing the insurance intermediary sector in China have begun to encourage foreign investment. The Group has commenced a restructuring which has resulted in obtaining controlling equity ownership in a majority of its affiliated insurance intermediary companies. However, there remains uncertainty regarding the interpretation and implementation of the relevant regulations and the timing of the restructuring process. In addition, restrictions by PRC laws and regulations on foreign investments in and ownership of internet businesses still exists and the Group is still in the process to complete its restructuring plan. Therefore, as of December 31, 2015, the Group still conducts part of its operations in China through contractual arrangements among its PRC subsidiaries and consolidated affiliated entities, Shenzhen Xinbao Investment Management Co., Ltd. ("Xinbao Investment") and Shenzhen Dianliang Information Technology Co., Ltd ("Dianliang Information") (collectively referred as the "Two PRC Affiliated Entities") and the equity holders of the Two PRC Affiliated Entities who are PRC nationals. To provide the Company effective control over the Two PRC Affiliated Entities, and the ability to receive substantially all of the economic benefits of the Two PRC Affiliated Entities and their subsidiaries, a series of contractual arrangements were entered amongst CNinsure Xinlian Information Technology Consulting (Shenzhen) Co., Ltd. ("Xinlian Information"), CNinsure Zhonglian Enterprise Image Planning (Shenzhen) Co., Ltd. ("Zhonglian Enterprise"), Litian Zhuoyue Software (Beijing) Co., Ltd ("Litian") and Ying Si Kang Information Technology (Shenzhen) Co., Ltd. ("Ying Si Kang Information"), which are PRC subsidiaries of the Company, and the Two PRC Affiliated Entities and their direct equity holders, refer to as the "VIE arrangements".</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><b>Agreements that provide the Group effective control over the Two PRC Affiliated Entities </b></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><i>Loan Agreements</i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Each of the individual shareholders of Xinbao Investment entered into a loan agreement with the Group&#x2019;s subsidiary Ying Si Kang Information, evidencing a zero interest loan granted to them, equal to their respective capital contributions to Xinbao Investment. When Ying Si Kang was transferred to Litian in 2014, each of the individual shareholders of Xinbao Investment was released from the agreement with Ying Si Kang and entered into a new loan agreement with another Group&#x2019;s subsidiary Bao Si Kang Information Technology (Shenzhen) Co., Ltd. ("Bao Si Kang Information"). The terms of the loan agreement are substantially similar to those in the loan agreements of Ying Si Kang Information described above.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">In addition, the individual shareholder of Dianliang Information also entered into a loan agreement with the Group&#x2019;s subsidiary Xinlian Information, evidencing a zero interest loan granted to the individual shareholder, equal to his capital contribution to Dianliang Information. The terms of the loan agreement are substantially similar to those in the loan agreements of Xinbao Investment described above.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><i>Equity Pledge Agreements </i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Pursuant to the equity pledge agreements between (1) Xinbao Investment, Ying Si Kang Information, and from the later year of 2014 Bao Si Kang Information and the equity holders of Xinbao Investment; and (2) Dianliang Information, Xinlian Information and the equity holder of Dianliang Information, the equity holders of the Two PRC Affiliated Entities have pledged their equity interests in the Two PRC Affiliated Entities to Ying Si Kang Information (later year of 2014 to Bao Si Kang Information) and Xinlian Information to secure their obligations under the loan agreements between (1) Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information) and Xinbao Investment; (2) Dianliang Information and Xinlian Information. During the term of the equity pledge agreements, Xinlian Information and Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information) are entitled to all the dividends declared on the pledged equity interests. The equity pledge agreements will expire when the individual shareholder fully performed his obligations under the loan agreements.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The individual shareholder of Dianliang Information entered into a pledge agreement with the Group&#x2019;s subsidiary Xinlian Information. The terms of the pledge agreement are substantially similar to those in the pledge agreements of Xinbao Investment described above.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><i>Irrevocable Power of attorney </i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Pursuant to the power of attorney, the nominee equity holders of the Two PRC Affiliated Entities each executed an irrevocable power of attorney, appointing a person designated by Xinlian Information or Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information) as their attorney-in-fact to vote on their behalf on all matters of the Two PRC Affiliated Entities requiring equity holder approval. If Xinlian Information or Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information) designates the individual shareholders of the Two PRC Affiliated Entities to attend shareholders' meetings of the Two PRC Affiliated Entities, each of the individual shareholders agrees to vote his shares as instructed by Xinlian Information or Ying Si Kang information (later year of 2014 replaced with Bao Si Kang Information).</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The Articles of Association of the Two PRC Affiliated Entities state that the major rights of the equity holders include the power to review and approve annual budget, operating strategy and investment plan, elect the members of board of directors and approve their compensation plan. Therefore, through the power of attorney arrangement, Xinlian Information and Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information) have the ability to exercise effective control over the Two PRC Affiliated Entities through equity holder votes and, through such votes, to also control the composition of the board of directors. In addition, the senior management teams of the Two PRC Affiliated Entities are the same as that of Xinlian Information and Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information).</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><b>Agreements that provide the Group the option to purchase the equity interests in the Two PRC Affiliated Entities</b></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><i>Exclusive Purchase Option Agreements</i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Pursuant to the exclusive purchase right agreements, Xinlian Information and Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information) may purchase the entire equity interests in, or all the assets of the Two PRC Affiliated Entities, for a purchase price equal to the amount of the individual shareholder&#x2019;s actual capital contributions to the Two PRC Affiliated Entities or the minimum price permitted by PRC laws, if and when PRC laws are amended to permit such a transaction.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><b>Agreements that transfer economic benefits to Xinlian Information, Zhonglian Enterprise, and Litian</b></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><i>IT platform related service, consulting service and technology service agreements</i></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Pursuant to IT platform service, technology service and consulting service agreements entered into between the Group&#x2019;s PRC subsidiary Ying Si Kang Information and most of the subsidiaries of the Two PRC Affiliated Entities, Ying Si Kang Information agreed to grant rights to use the "CNinsure" brand and provide consulting and training services related to finance, taxation, IT platform and internal control compliance and services to ensure the normal operation of the mobile sales support system to most of subsidiaries of the Two PRC Affiliated Entities in exchange for fees payable quarterly calculated as a percentage of revenues of each insurance intermediary. Each of these agreements has an initial term of one year from the signing date and can be renewed each year upon mutual agreement. In 2013, we provided IT platform and software services to most of subsidiaries of the Two PRC Affiliated Entities through another of our PRC subsidiaries, Litian. We ceased providing IT services to these entities in 2014. But we resumed providing such services to these entities through Ying Si Kang Information in 2015.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">These contractual arrangements allow the Group to effectively control the Two PRC Affiliated Entities and their subsidiaries, and to derive substantially all of the economic benefits from them. Accordingly, the Group treats the Two PRC Affiliated Entities as VIEs and because the Group is the primary beneficiary of the Two PRC Affiliated Entities, the Group has consolidated the financial results of the Two PRC Affiliated Entities and their subsidiaries.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">In addition to the above agreements, which allow the Group to exercise effective control, have an exclusive option to purchase all or part of the equity interests and receive a substantial portion of the economic benefits from the Two PRC Affiliated Entities and their subsidiaries. The Group had also entered into similar contractual arrangements with the non-controlling interest shareholders of Guangdong Meidiya Investment before January, 2015 and Sichuan Yihe Investment Co., Ltd. ("Yihe Investments") before December 2015, respectively. In January 2015, the individual minority shareholders of Meidiya Investment transferred their respective equity interests in Meidiya Investment to CNinsure Group Company, the Group&#x2019;s wholly-owned subsidiary. In addition, the contractual arrangements among Meidiya Investment, and their respective shareholders and subsidiaries were terminated. Consequently, Meidiya Investment became the Group&#x2019;s wholly-owned subsidiary and ceased being a consolidated affiliated entity.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">In December 2015, the individual minority shareholders of Yihe Investment transferred their respective equity interests in Yihe Investment to Zhonglian Enterprise and Xinlian Information. As a result, Zhonglian Enterprise, Xinlian Information and CNinsure Group Company owns 39.1%, 40.9% and 20% of the equity interests of Yihe Investment, respectively. In addition, the contractual arrangements among Yihe Investment and their respective shareholders and subsidiaries were terminated. Consequently, Yihe Investment became the Group&#x2019;s wholly-owned subsidiary and ceased being a consolidated affiliated entity.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><b>Risks in relation to VIE Arrangement</b></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The Company believes that the contractual arrangements with PRC Affiliated Entities and their subsidiaries and their current shareholders are in compliance with PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company&#x2019;s ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could:</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; margin-top: 0; margin-bottom: 0"> <tr style="vertical-align: top"> <td style="width: 54pt"></td> <td style="width: 21pt"><font style="font-family: Symbol">&middot;</font></td> <td>revoking the business and operating licenses of the Group's PRC subsidiaries and VIEs;</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; margin-top: 0; margin-bottom: 0"> <tr style="vertical-align: top"> <td style="width: 54pt"></td> <td style="width: 21pt"><font style="font-family: Symbol">&middot;</font></td> <td>restricting or prohibiting any related-party transactions among the Group's PRC subsidiaries and VIEs;</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; margin-top: 0; margin-bottom: 0"> <tr style="vertical-align: top"> <td style="width: 54pt"></td> <td style="width: 21pt"><font style="font-family: Symbol">&middot;</font></td> <td>imposing fines or other requirements with which the Group may not be able to comply;</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; margin-top: 0; margin-bottom: 0"> <tr style="vertical-align: top"> <td style="width: 54pt"></td> <td style="width: 21pt"><font style="font-family: Symbol">&middot;</font></td> <td>requiring the Group to restructure the relevant ownership structure or operations; or</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; margin-top: 0; margin-bottom: 6pt"> <tr style="vertical-align: top"> <td style="width: 54pt"></td> <td style="width: 21pt"><font style="font-family: Symbol">&middot;</font></td> <td>restricting or prohibiting the Group from providing additional funding for its business and operations in China.<br /> </td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The Company's ability to conduct its business may be negatively affected if the PRC government were to carry out any of the aforementioned actions. As a result, the Company may not be able to consolidate the VIEs and their subsidiaries in its financial statements as it may lose the ability to exert effective control over the VIEs and their subsidiaries and its shareholders, and it may lose the ability to receive economic benefits from the VIEs and their subsidiaries.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The interests of the shareholders of the PRC Affiliated Entities may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing the PRC Affiliated Entities not to pay the service fees when required to do so. The Company cannot assure that when conflicts of interest arise, shareholders of the PRC Affiliated Entities will act in the best interests of the Company or that conflicts of interests will be resolved in the Company&#x2019;s favor. Currently, the Company does not have existing arrangements to address potential conflicts of interest the shareholders of PRC Affiliated Entities may encounter in their capacity as beneficial owners and directors of PRC Affiliated Entities, on the one hand, and as beneficial owners and directors of the Company, on the other hand. The Company believes the shareholders of PRC Affiliated Entities will not act contrary to any of the contractual arrangements and the exclusive option agreements provide the Company with a mechanism to remove the current shareholders of PRC Affiliated Entities should they act to the detriment of the Company. The Company relies on certain current shareholders of PRC Affiliated Entities, as directors and executive officers of the Company, to fulfill their fiduciary duties and abide by laws of the PRC and Cayman Islands and act in the best interest of the Company. If the Company cannot resolve any conflicts of interest or disputes between the Company and the shareholders of PRC Affiliated Entities, the Company would have to rely on legal proceedings, which could result in disruption of its business, and there is substantial uncertainty as to the outcome of any such legal proceedings.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The Group have entered into contractual arrangements with the PRC Affiliated Entities which may be subject to scrutiny by the PRC tax authorities. A finding that the Group owe additional taxes could substantially reduce the consolidated net income of the PRC Affiliated Entities.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The VIEs are principally engaged in the provision of agency and e-business in the PRC.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Relevant PRC laws and regulations restrict the VIE from transferring a portion of its net assets, equivalent to the balance of its statutory reserve and its share capital, to the Company in the form of loans and advances or cash dividends. Please refer to note 20 for disclosure of restricted net assets.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The Group through contractual arrangements with Dianliang Information and Xinbao Investment, it controls the remaining five VIEs as of December 31, 2015 (seven VIEs as of December 31, 2014).</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The financial information of the Company&#x2019;s VIEs and VIEs' subsidiaries as of December 31, 2014 and 2015 and for the years ended December 31, 2013, 2014 and 2015, before intra-group eliminations between VIEs and other group entities, is as follows:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 74%; font-size: 10pt; text-align: left">Total assets</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">63,090</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">103,740</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Total liabilities</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">38,716</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">104,795</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year Ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Net Revenues</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">125,961</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">72,645</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">108,133</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Net loss</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(3,767</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(9,636</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(14,554</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Net cash used in operating activities</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(13,500</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(49,782</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">37,943</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Net cash generated from (used in) investing activities</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">12,041</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">14,709</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(31,682</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Net cash generated from financing activities</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">33,370</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/> 0.00 P1Y 0.391 0.409 0.20 5 7 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 74%; font-size: 10pt; text-align: left">Total assets</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">63,090</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">103,740</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Total liabilities</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">38,716</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">104,795</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 63090000 103740000 38716000 104795000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year Ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Net Revenues</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">125,961</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">72,645</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">108,133</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Net loss</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(3,767</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(9,636</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(14,554</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Net cash used in operating activities</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(13,500</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(49,782</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">37,943</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Net cash generated from (used in) investing activities</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">12,041</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">14,709</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(31,682</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Net cash generated from financing activities</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">33,370</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 125961000 72645000 108133000 -3767000 -9636000 -14554000 -13500000 -49782000 37943000 12041000 14709000 -31682000 33370000 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; font-weight: bold; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left">(9)</td> <td style="width: 5pt"></td> <td style="text-align: justify">Other Payables and Accrued Expenses</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Components of other payables and accrued expenses are as follows:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: right">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 74%; font-size: 10pt; text-align: left">Business and other tax payable</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">24,987</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">35,358</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Refundable deposits from employees and agents</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">9,705</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">13,239</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Professional fees</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">17,340</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">18,553</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Accrued expenses to third parties (note i) </td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">23,677</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">42,622</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Payables for addition of office equipment, furniture and fixtures</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">8,618</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">8,618</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Advance from third parties</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">8,542</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">35,808</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Insurance compensation claim payable to customers</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,563</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">823</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Payable for equity acquisition of investment in affiliates/subsidiaries</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4,685</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">38,495</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Contributions from members of eHuzhu mutual aid program</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,341</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">8,995</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 1pt">Others</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">7,954</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">11,051</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Total</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">109,412</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">213,562</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0"></td> <td style="width: 21.3pt"><font style="font-size: 10pt">(i)</font></td> <td style="text-align: justify">As of December 31, 2015, included in accrued expenses to third parties represents an amount of RMB19,500 payable to Chengdu Puyi Bohui Information Technology Co., Ltd., the shareholder of CNinsure Puyi Fund Sales Co. Ltd. ("Puyi Fund Sales") for marketing activities. The Group beneficially owns 19.5% equity interests in Puyi Fund Sales.</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Other payables and accrued expenses are unsecured, interest-free and repayable on demand.</p><br/> 19500000 0.195 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: right">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 74%; font-size: 10pt; text-align: left">Business and other tax payable</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">24,987</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">35,358</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Refundable deposits from employees and agents</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">9,705</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">13,239</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Professional fees</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">17,340</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">18,553</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Accrued expenses to third parties (note i) </td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">23,677</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">42,622</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Payables for addition of office equipment, furniture and fixtures</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">8,618</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">8,618</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Advance from third parties</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">8,542</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">35,808</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Insurance compensation claim payable to customers</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,563</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">823</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Payable for equity acquisition of investment in affiliates/subsidiaries</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4,685</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">38,495</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Contributions from members of eHuzhu mutual aid program</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,341</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">8,995</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 1pt">Others</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">7,954</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">11,051</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Total</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">109,412</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">213,562</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 24987000 35358000 9705000 13239000 17340000 18553000 23677000 42622000 8618000 8618000 8542000 35808000 1563000 823000 4685000 38495000 2341000 8995000 7954000 11051000 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; font-weight: bold; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left">(10)</td> <td style="width: 5pt"></td> <td style="text-align: justify">Employee Benefit Plans</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Employees of the Group located in the PRC are covered by the retirement schemes defined by local practice and regulations, which are essentially defined contribution plans. The calculation of contributions for these eligible employees is based on 10% to 22% of the applicable payroll cost according to the specific requirements of the local regime government.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">In addition, the Group is required by law to contribute certain percentage of applicable salaries for medical insurance benefits, unemployment and other statutory benefits. The contribution percentages may different from district to district which is subject to the specific requirement of local regime government. The PRC government is directly responsible for the payments of the benefits to these employees.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">For the years ended December 31, 2013, 2014 and 2015, the Group contributed RMB42,919, RMB45,467 and RMB47,955, respectively.</p><br/> 0.10 0.22 42919000 45467000 47955000 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; font-weight: bold; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left">(11)</td> <td style="width: 5pt"></td> <td style="text-align: justify">Income Taxes</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The Company is a tax exempted company incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to tax on their income or capital gains. In addition, upon any payments of dividends by the Group to its shareholders, no Cayman Islands withholding tax is imposed.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The Group&#x2019;s subsidiaries and VIEs incorporated in PRC are subject to Income Tax in the PRC.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The provision for current income taxes of the subsidiaries operating in Hong Kong has been calculated by applying the current rate of taxation of 16.5% for the years ended December 31, 2013, 2014 and 2015, if applicable.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Pursuant to the relevant laws and regulations in the PRC, Litian, Shenzhen CNinsure Software Technology Co., Ltd ("CNinsure Software") and Ying Si Kang Information, the subsidiaries of the Group, were regarded as software companies and thus exempted from PRC Income Tax for two years starting from its first profit-making year, followed by a 50% reduction for the next three years. For Litian, year 2010 was the first profit-making year and accordingly, Litian has made a 12.5% tax provision for its profits for the years ended December 31, 2012, 2013 and 2014. For CNinsure Software, year 2012 was the first profit-making year and accordingly, CNinsure Software has not made any provision for PRC income tax for the years ended December 31, 2012 and 2013, and has made a 12.5% tax provision for its profits for the years ended December 31, 2014 and 2015. For Ying Si Kang Information, year 2014 is the first profit-making year&nbsp;and accordingly&nbsp;it has not made any provision&nbsp;for PRC income tax for the years ended December 31, 2014 and 2015.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The Group accounts for uncertain income tax positions by prescribing a minimum recognition threshold in the financial statements.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">As of December 31, 2015, the Group&#x2019;s liabilities for unrecognized tax benefits were included in other tax liabilities. The movements of unrecognized tax benefits are as follows:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 87%; font-size: 10pt">Balance as of January 1, 2013</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">47,589</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Gross increase in prior-period tax positions</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3,146</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Balance as of December 31, 2013</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">50,735</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Offset per FASB ASU No. 2013-11&#x2014;Income Taxes (Topic 740)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(4,808</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Gross increase in prior-period tax positions</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">7,928</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 1pt">Balance as of December 31, 2014</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">53,855</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Effect per FASB ASU No. 2013-11&#x2014;Income Taxes (Topic 740)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">825</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Gross increase in prior-period tax positions</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">15,674</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Balance as of December 31, 2015</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">70,354</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities. Based on the outcome of any future examinations, or as a result of the expiration of statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits for tax positions taken regarding previously filed tax returns, might materially change from those recorded as liabilities for uncertain tax positions in the Group&#x2019;s consolidated financial statements as of December 31, 2014 and 2015. In addition, the outcome of these examinations may impact the valuation of certain deferred tax assets (such as net operating losses) in future periods. The Group&#x2019;s policy is to recognize interest and penalties accrued on any unrecognized tax benefits, if any, as a component of income tax expense. The Company does not anticipate any significant increases or decreases to its liability for unrecognized tax benefit within the next twelve months.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of income taxes is due to computational errors made by the taxpayer. The statute of limitations will be extended to five years under special circumstances, which are not clearly defined, but an underpayment of income tax liability exceeding RMB100 is specifically listed as a special circumstance. In the case of a transfer pricing related adjustment, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Income tax expenses are comprised of the following:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year Ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Current tax expense</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">29,436</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">25,607</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">26,932</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Deferred tax income</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(2,278</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(1,318</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(1,067</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Income tax expense</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">27,158</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">24,289</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">25,865</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The principal components of the deferred income tax assets and liabilities are as follows:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Current deferred tax assets:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 74%; font-size: 10pt; text-align: left; text-indent: 10pt">Operating loss carryforward</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">4,313</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">1,079</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; text-indent: 10pt">Less: valuation allowances</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(4,313</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(1,079</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; text-indent: 10pt">Current deferred tax asset, net</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Non-current deferred tax assets:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; text-indent: 10pt">Operating loss carryforward, after offset effect of ASU 2013-11</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">33,930</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">27,245</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; text-indent: 10pt">Less: valuation allowances</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(31,292</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(25,587</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; text-indent: 10pt">Non-current deferred tax asset, net</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">2,638</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,658</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Total </td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">2,638</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">1,658</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Deferred tax liabilities:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Intangible assets, net</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,769</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,895</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Investment income</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">18,162</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">18,162</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Total</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">24,931</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">22,057</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Due to the uncertainty of the level of PRC subsidiaries or VIEs&#x2019; taxable income, management does not believe certain subsidiaries or VIEs will generate sufficient taxable income such that it is more likely than not that the deferred tax assets will not be realized. As such, a valuation allowance has been established for these deferred tax assets as of December 31, 2014 and 2015. The Group had total operating loss carry-forwards of RMB166,557 and RMB131,198 as of December 31, 2014 and 2015, respectively. Such operating loss carry-forwards expire five years after the PRC subsidiaries or VIEs incur the loss unless utilized. As of December 31, 2015, the operating loss carry-forwards of RMB14,039, RMB20,306, RMB28,200, RMB34,400 and RMB34,254 is to expire for the years ended December 31, 2016, 2017, 2018, 2019 and 2020, respectively. During the year ended December 31, 2013, 2014 and 2015, nil, nil and RMB4,251, respectively, of tax loss carried forward has been expired and canceled.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Reconciliation between the provision for income taxes computed by applying the PRC enterprise income rate of 25% to net income before income taxes and income of affiliates, and the actual provision for income taxes is as follows:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year Ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Income before income taxes and income of affiliates</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">106,521</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">159,720</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">214,422</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">PRC statutory tax rate</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">25</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">25</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">25</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Income tax at statutory tax rate</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">26,630</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">39,930</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">53,605</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Expenses not deductible for tax purposes:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-indent: 20pt">Entertainment</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">494</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">579</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">685</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-indent: 20pt">Other</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">12,974</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,482</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">5,176</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Tax exemption and tax relief:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-indent: 20pt">Tax rate differential</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(27,686</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(34,315</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(44,381</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Change in valuation allowance</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">13,812</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,934</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(4,194</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Uncertain tax provisions</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,148</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">7,928</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">15,674</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Other</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(2,214</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">751</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(700</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Income tax expense</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">27,158</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">24,289</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">25,865</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Additional PRC income taxes that would have been payable without the tax exemption amounted to approximately RMB27,686, RMB34,315 and RMB44,381 for the years ended December 31, 2013, 2014 and 2015, respectively. Without such exemption, the Group&#x2019;s basic and diluted net profit per share for the year ended December 31, 2013, 2014, and 2015 would have been decreased by RMB0.03, RMB0.03, and RMB0.04 respectively.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Under the New Taxation Law, enterprises are classified as either resident or non-resident. A resident enterprise refers to one that is incorporated under the PRC law or under the law of a jurisdiction outside the PRC with its "de facto management organization" located within the PRC. Non-resident enterprise refers to one that is incorporated under the law of a jurisdiction outside the PRC with its "de facto management organization" located also outside the PRC, but which has either set up institutions or establishments in the PRC or has income originating from the PRC without setting up any institution or establishment in the PRC. Under the New Enterprise Income Tax ("EIT") Implementation Regulation, "de facto management organization" is defined as the organization of an enterprise through which substantial and comprehensive management and control over the business, operations, personnel, accounting and properties of the enterprise are exercised. Under the New Taxation Law and the New EIT Implementation Regulation, a resident enterprise&#x2019;s global net income will be subject to a 25% EIT rate. On April 22, 2009, the State Administration of Taxation (the "SAT"), issued SAT Circular 82,which provides certain specific criteria for determining whether the "de facto management body" of a PRC-controlled enterprise that is incorporated offshore is located in China. In addition, the SAT issued a bulletin on July 27, 2012 providing more guidance on the implementation of Circular 82 and clarifies matters such as resident status determination. Due to the present uncertainties resulting from the limited PRC tax guidance on this issue, it is unclear that the legal entities organized outside of PRC should be treated as residents for New Taxation Law purposes. Nevertheless, even if one or more of those entities were characterized as PRC tax residents, no significant impact would be expected on the net current tax payable balance and the net deferred tax balance.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">If the entities were to be non-resident for PRC tax purpose, dividends paid to it out of profits earned after January 1, 2008 would be subject to a withholding tax. In the case of dividends paid by PRC subsidiaries the withholding tax would be 10% whereas in the case of dividends paid by PRC subsidiaries which are 25% or more directly owned by tax residents in the Hong Kong SAR, the withholding tax would be 5%.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Aggregate undistributed earnings of the Group&#x2019;s subsidiaries and VIEs in the PRC that are available for distribution to the Group of approximately RMB1,967,287 and RMB1,954,541 as of December 31, 2014 and 2015 respectively, are considered to be indefinitely reinvested, and accordingly, no provision has been made for the dividend withholding taxes that would be payable upon the distribution of those amounts to the Group. If those earnings were to be distributed or they were determined to be no longer permanently reinvested, the Group would have to record a deferred tax liability in respect of those undistributed earnings of approximately RMB196,729 and RMB195,454, respectively.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Under applicable accounting principles, a deferred tax liability should be recorded for taxable temporary differences attributable to the excess of financial reporting over tax basis, including those differences attributable to a more-than-50-percent-owned domestic subsidiary. However, recognition is not required in situations where the tax law provides a means by which the reported amount of that investment can be recovered tax-free and the enterprise expects that it will ultimately use that means. The Group has not recorded any such deferred tax liability attributable to the undistributed earnings of its financial interest in VIE affiliates because the Group believes such excess earnings can be distributed in a manner that would not be subject to tax.</p><br/> 0.165 0.165 0.165 P2Y 0.50 P3Y 0.125 0.125 0.125 0 0 0.125 0.125 0 0 P3Y P5Y 100000 P10Y 166557000 131198000 P5Y 14039000 20306000 28200000 34400000 34254000 4251000 0.25 27686000 34315000 44381000 0.03 0.03 0.04 0.10 0.25 0.05 1967287000 1954541000 196729000 195454000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 87%; font-size: 10pt">Balance as of January 1, 2013</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">47,589</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Gross increase in prior-period tax positions</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3,146</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Balance as of December 31, 2013</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">50,735</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Offset per FASB ASU No. 2013-11&#x2014;Income Taxes (Topic 740)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(4,808</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Gross increase in prior-period tax positions</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">7,928</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 1pt">Balance as of December 31, 2014</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">53,855</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Effect per FASB ASU No. 2013-11&#x2014;Income Taxes (Topic 740)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">825</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Gross increase in prior-period tax positions</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">15,674</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Balance as of December 31, 2015</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">70,354</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 47589000 3146000 50735000 4808000 7928000 -825000 15674000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year Ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Current tax expense</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">29,436</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">25,607</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">26,932</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Deferred tax income</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(2,278</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(1,318</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(1,067</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Income tax expense</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">27,158</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">24,289</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">25,865</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 29436000 25607000 26932000 -2278000 -1318000 -1067000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Current deferred tax assets:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 74%; font-size: 10pt; text-align: left; text-indent: 10pt">Operating loss carryforward</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">4,313</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">1,079</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; text-indent: 10pt">Less: valuation allowances</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(4,313</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(1,079</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; text-indent: 10pt">Current deferred tax asset, net</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Non-current deferred tax assets:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; text-indent: 10pt">Operating loss carryforward, after offset effect of ASU 2013-11</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">33,930</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">27,245</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; text-indent: 10pt">Less: valuation allowances</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(31,292</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(25,587</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; text-indent: 10pt">Non-current deferred tax asset, net</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">2,638</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,658</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Total </td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">2,638</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">1,658</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Deferred tax liabilities:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Intangible assets, net</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,769</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,895</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Investment income</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">18,162</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">18,162</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Total</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">24,931</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">22,057</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 4313000 1079000 4313000 1079000 33930000 27245000 31292000 25587000 2638000 1658000 2638000 1658000 6769000 3895000 18162000 18162000 24931000 22057000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year Ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Income before income taxes and income of affiliates</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">106,521</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">159,720</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">214,422</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">PRC statutory tax rate</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">25</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">25</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">25</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Income tax at statutory tax rate</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">26,630</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">39,930</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">53,605</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Expenses not deductible for tax purposes:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-indent: 20pt">Entertainment</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">494</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">579</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">685</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-indent: 20pt">Other</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">12,974</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,482</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">5,176</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Tax exemption and tax relief:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-indent: 20pt">Tax rate differential</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(27,686</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(34,315</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(44,381</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Change in valuation allowance</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">13,812</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,934</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(4,194</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Uncertain tax provisions</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,148</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">7,928</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">15,674</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Other</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(2,214</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">751</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(700</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Income tax expense</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">27,158</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">24,289</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">25,865</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 0.25 0.25 0.25 26630000 39930000 53605000 494000 579000 685000 12974000 6482000 5176000 27686000 34315000 44381000 13812000 2934000 -4194000 3148000 7928000 15674000 -2214000 751000 -700000 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; font-weight: bold; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left">(12)</td> <td style="width: 5pt"></td> <td style="text-align: justify">Capital Structure</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">During 2015, the Company issued 6,754,720 new shares for the exercise of options, representing 0.59% of the total shares outstanding as of December 31, 2015.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">During 2015, the Company repurchased 2,261,100 shares from the public market, representing 0.20% of the total shares outstanding as of December 31, 2015.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">During 2014, the Company issued 1,704,380 new shares for the exercise of options, representing 0.15% of the total shares outstanding as of December 31, 2014.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">In November 2014, the Group entered into share purchase agreements with the Employee Companies, for the issuance of up to 100,000,000 ordinary shares of the Group. In December 2014, the Group increased the new shares issued to the Employee Companies to 150,000,000 ordinary shares. The total 150,000,000 ordinary shares represented approximately 13.04% of the total enlarged outstanding share capital as of December 31, 2014. The subscription price for the 100,000,000 ordinary shares is US$0.27 per ordinary share or US$5.40 per ADS, while the subscription price for the additional 50,000,000 ordinary shares is US$0.29 per ordinary share or US$5.8 per ADS, both of which were the average closing prices for the 20 trading days prior to the board approvals of such transactions. Accordingly, the Group considers that the employees have subscribed these shares at prices that were set at the best estimation of the future market prices on issuance date, and the Group has no intention to compensate the employees with a below market price subscription; therefore, the Group has not recorded any share-based compensation expenses related to any price deviations of the Group&#x2019;s ordinary shares from the board approval dates to issuances of these shares. The shares purchased by the Employee Companies are subject to 180 days lock-up. The sale of shares to the Employee Companies was completed on December 17, 2014.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">In order to facilitate the purchase of shares by employees as described above, the Group has granted a loan to Employee Companies. The loans bear interest at a rate of 3% per annum and is repayable upon the sale of the shares by employees, termination of employment or within two years, whichever comes first. The interest rate is determined with reference to fair market prices and therefore no interest-related compensation expense is recorded. Please refer to note 2(m) for accounting policy details.</p><br/> 6754720 0.0059 2261100 0.0020 1704380 0.0015 100000000 150000000 150000000 0.1304 100000000 5.40 50000000 0.29 5.8 P180D 0.03 P2Y <table cellpadding="0" cellspacing="0" style="font-size: 10pt; font-weight: bold; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left">(13)</td> <td style="width: 5pt"></td> <td style="text-align: justify">Net Income per Share</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The computation of basic and diluted net income per ordinary share is as follows:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year Ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td>&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center"></td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-style: italic">Basic:</td> <td>&nbsp;</td> <td colspan="3">&nbsp;</td> <td>&nbsp;</td> <td colspan="3">&nbsp;</td> <td>&nbsp;</td> <td colspan="3">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 61%; font-size: 10pt; text-align: left">Net income</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">99,984</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">166,080</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">215,481</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Less: Net income attributable to the noncontrolling interests</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4,341</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4,320</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">5,395</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Net income attributable to the Company&#x2019;s shareholders</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">95,643</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">161,760</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">210,086</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Weighted average number of ordinary shares outstanding</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">998,861,526</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">1,005,842,212</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">1,151,705,374</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Basic net income per ordinary share</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.10</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.16</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.18</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Basic net income per ADS</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1.92</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3.22</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3.65</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-style: italic">Diluted:</td> <td>&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td style="text-align: right">&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td>&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td style="text-align: right">&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td>&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td style="text-align: right">&nbsp;</td> <td style="text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Net income</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">99,984</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">166,080</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">215,481</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Less: Net income attributable to the noncontrolling interests</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4,341</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4,320</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">5,395</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Net income attributable to the Company&#x2019;s shareholders</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">95,643</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">161,760</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">210,086</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Weighted average number of ordinary shares outstanding</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">998,861,526</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,005,842,212</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,151,705,374</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 1pt">Weighted average number of dilutive potential ordinary shares from share options</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,708,492</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">6,749,175</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">51,618,147</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Total</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">1,000,570,018</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">1,012,591,387</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">1,203,323,521</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Diluted net income per ordinary share</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.10</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.16</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.17</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Diluted net income per ADS</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1.91</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3.19</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3.49</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">During the years ended December 31, 2013, 2014 and 2015, the Company had share options of which would potentially dilute earnings per share in the future, but which were excluded from the computation of diluted earnings per share as their effect would have been antidilutive, such share options consist of 38,222,880, 16,920 and nil, respectively.</p><br/> 38222880 16920 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year Ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td>&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center"></td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-style: italic">Basic:</td> <td>&nbsp;</td> <td colspan="3">&nbsp;</td> <td>&nbsp;</td> <td colspan="3">&nbsp;</td> <td>&nbsp;</td> <td colspan="3">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 61%; font-size: 10pt; text-align: left">Net income</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">99,984</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">166,080</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">215,481</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Less: Net income attributable to the noncontrolling interests</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4,341</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4,320</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">5,395</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Net income attributable to the Company&#x2019;s shareholders</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">95,643</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">161,760</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">210,086</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Weighted average number of ordinary shares outstanding</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">998,861,526</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">1,005,842,212</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">1,151,705,374</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Basic net income per ordinary share</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.10</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.16</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.18</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Basic net income per ADS</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1.92</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3.22</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3.65</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-style: italic">Diluted:</td> <td>&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td style="text-align: right">&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td>&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td style="text-align: right">&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td>&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td style="text-align: right">&nbsp;</td> <td style="text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Net income</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">99,984</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">166,080</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">215,481</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Less: Net income attributable to the noncontrolling interests</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4,341</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4,320</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">5,395</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Net income attributable to the Company&#x2019;s shareholders</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">95,643</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">161,760</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">210,086</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Weighted average number of ordinary shares outstanding</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">998,861,526</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,005,842,212</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,151,705,374</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 1pt">Weighted average number of dilutive potential ordinary shares from share options</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,708,492</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">6,749,175</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">51,618,147</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Total</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">1,000,570,018</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">1,012,591,387</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">1,203,323,521</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Diluted net income per ordinary share</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.10</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.16</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.17</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Diluted net income per ADS</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1.91</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3.19</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3.49</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 99984000 166080000 215481000 1.92 3.22 3.65 1708492 6749175 51618147 1.91 3.19 3.49 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; font-weight: bold; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left">(14)</td> <td style="width: 5pt"></td> <td style="text-align: justify">Distribution of Profits</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">As stipulated by the relevant PRC laws and regulations applicable to China&#x2019;s foreign investment enterprise, the Group&#x2019;s subsidiaries and VIEs in the PRC are required to maintain non-distributable reserves which include a statutory surplus reserve as of December 31, 2015. Appropriations to the statutory surplus reserve are required to be made at not less than 10% of individual company&#x2019;s net profit as reported in the PRC statutory financial statements of the Company&#x2019;s subsidiaries and VIEs. The appropriations to statutory surplus reserve are required until the balance reaches 50% of the registered capital of respective subsidiaries and VIEs.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The statutory surplus reserve is used to offset future losses. These reserves represent appropriations of retained earnings determined according to PRC law and may not be distributed. There are no appropriations to reserves by the Company other than the Group&#x2019;s subsidiaries and VIEs in the PRC during the periods presented. Amounts contributed to the statutory reserves were RMB198,422 and RMB302,115 as of December 31, 2014 and 2015, respectively.</p><br/> 0.10 0.50 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; font-weight: bold; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left">(15)</td> <td style="width: 5pt"></td> <td style="text-align: justify">Related Party Balances and Transactions</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The principal related party balances and transactions as of and for the years ended December 31, 2014 and 2015 are as follows:</p><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">&nbsp;a)</td> <td style="text-align: justify">Amounts due from related parties:</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td>&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center"></td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 74%; font-size: 10pt; text-align: left">Amount due from an affiliate and its subsidiaries, net (i) </td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">209,601</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">36,508</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Subscription receivables (note 2(m) &amp; note 12)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">257,491</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">268,829</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 1.5pt"></td> <td style="width: 19.8pt">(i)</td> <td style="text-align: justify">The Group agreed to grant a revolving loan with a maximum amount of US$50,000 (equivalent to RMB317,990 as per the agreement) to Sincere Fame and its subsidiaries pursuant to a facility letter entered in October 2011 (the &#x201c;Facility"). The Facility is valid for two years and is renewed upon mutual agreement for another two years in October 2013 and October 2015. On January 1, 2012, the Group and Sincere Fame further entered into a supplemental loan agreement, which established the legal rights to offset the interests and amounts receivable or payable between the Group and Sincere Fame, and all the subsidiaries of the Group and Sincere Fame. The amounts are unsecured and bear interest at 7.3% and are repayable on demand. As of December 31, 2014 and 2015, the amount due from Sincere Fame and its subsidiaries represented RMB179,681 and nil principal receivable, respectively, and RMB28,420 and RMB36,508 interest receivable respectively. In addition, as of December 31, 2014 and 2015, RMB1,500 and nil account receivables represent the amount due from Sincere Fame and its subsidiaries which are unsecured, interest-free and repayable on demand.</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">&nbsp;b)</td> <td style="text-align: justify">A subsidiary of the Company provided information technology service to an affiliate and charged RMB1,415, nil and nil for the years ended December 31, 2013, 2014, and 2015, respectively.</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in"></td> <td style="text-align: justify">The Group charged affiliates interest income of RMB6,843, RMB12,170 and RMB8,088 for loans receivable for the years ended December 31, 2013, 2014, and 2015, respectively.</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" width="100%" style="font-size: 10pt; margin-top: 0; margin-bottom: 12pt"> <tr style="vertical-align: top"> <td style="width: 0.5in"></td> <td style="width: 0.5in">&nbsp;c)</td> <td style="text-align: justify">A subsidiary of the Group held a 30% equity interest in Beijing Fanhua Micro-credit Company Limited, on behalf of Shenzhen Fanhua United Investment Group, which is a subsidiary of Sincere Fame.</td> </tr> </table><br/> 50000000 317990000 P2Y P2Y 0.073 179681000 28420000 36508000 1500000 1415000 6843000 12170000 8088000 0.30 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td>&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center"></td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 74%; font-size: 10pt; text-align: left">Amount due from an affiliate and its subsidiaries, net (i) </td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">209,601</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">36,508</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Subscription receivables (note 2(m) &amp; note 12)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">257,491</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">268,829</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 209601000 36508000 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left"><b>(16)</b></td> <td style="width: 5pt"></td> <td style="text-align: justify"><b>Commitments and Contingencies</b></td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">(i) The Group has several non-cancelable operating leases, primarily for office premises.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum operating lease payments as of December 31, 2015 are:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Minimum Lease Payment</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Year ending December 31:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 87%; font-size: 10pt; text-align: left; text-indent: 20pt">2016</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">31,152</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; text-indent: 20pt">2017</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">16,080</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; text-indent: 20pt">2018</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">7,516</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; text-indent: 20pt">2019</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,535</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; text-indent: 20pt">2020</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4,121</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt; text-align: left">Total</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">65,404</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Rental expenses incurred under operating leases for the years ended December 31, 2013, 2014 and 2015 amounted to RMB30,509, RMB27,455 and RMB36,206, respectively.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">(ii) The Group entered into various acquisition agreements which contain certain purchase considerations that are contingent upon future performance of the acquired companies. Please refer to note 3 for more details.</p><br/> 30509000 27455000 36206000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Minimum Lease Payment</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Year ending December 31:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 87%; font-size: 10pt; text-align: left; text-indent: 20pt">2016</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">31,152</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; text-indent: 20pt">2017</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">16,080</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; text-indent: 20pt">2018</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">7,516</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; text-indent: 20pt">2019</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,535</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; text-indent: 20pt">2020</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4,121</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt; text-align: left">Total</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">65,404</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 31152000 16080000 7516000 6535000 4121000 65404000 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; font-weight: bold; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left">(17)</td> <td style="width: 5pt"></td> <td style="text-align: justify">Concentrations of Credit Risk</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><b><i>Concentration risks</i></b></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Details of the customers accounting for 10% or more of total net revenues from commissions and fees are as follows:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="23" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">% of sales</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: center">% of sales</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: center">2015</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">% of sales</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td nowrap="nowrap" style="width: 22%; font-size: 10pt; text-align: left; padding-left: 10pt; text-indent: -10pt">PICC Property and Casualty Company Limited ("PICC")</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">346,405</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">20</td> <td style="width: 1%; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">442,608</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">21</td> <td style="width: 1%; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">676,939</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">24</td> <td style="width: 1%; font-size: 10pt; text-align: left">%</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-left: 10pt; text-indent: -10pt">China Pacific Property Insurance Co., Ltd. ("CPIC")</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">204,983</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">12</td> <td style="font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">255,655</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">12</td> <td style="font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">315,961</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">11</td> <td style="font-size: 10pt; text-align: left">%</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-left: 10pt; text-indent: -10pt">Ping An Property &amp; Casualty Insurance Company of China, Ltd. ("Ping An").</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">248,102</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">14</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">294,228</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">14</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">283,935</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">10</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">799,490</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">46</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">992,491</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">47</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">1,276,835</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">45</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">%</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Details of the customers which accounted for 10% or more of accounts receivable are as follows:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">%</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">%</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 48%; font-size: 10pt">PICC.</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">32,117</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">17</td> <td style="width: 1%; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">53,851</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">22</td> <td style="width: 1%; font-size: 10pt; text-align: left">%</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt">CPIC</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">22,927</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">12</td> <td style="font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">28,947</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">12</td> <td style="font-size: 10pt; text-align: left">%</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Ping An.</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">28,903</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">16</td> <td style="font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">*</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">*</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Huaxia Life Insurance Company Limited</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><p style="font-size: 10pt; text-align: right; margin: 0">*</p></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><p style="font-size: 10pt; text-align: right; margin: 0">*</p></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">26,456</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">11</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">83,947</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">45</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">109,254</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">45</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">%</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">* represented less than 10% of account receivables as of the year end.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The Group performs ongoing credit evaluations of its customers and related parties and generally does not require collateral on accounts receivable.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The Group places its cash and cash equivalents with financial institutions with high-credit ratings and quality.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The Group performs ongoing credit evaluations on the amounts due from Sincere Fame and its subsidiaries (note 15(a)(i)). As the Group has significant influences over the operations of Sincere Fame through its equity investment in Sincere Fame, and in view of the historically positive operating results of Sincere Fame and its subsidiaries, the Group considered that the credit risks on the amounts due from an affiliate and its subsidiaries are not significant.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><b><i>Currency risk</i></b></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">Except for the proceeds from the initial public offering and the follow-on offering (which were in USD), substantially all of the revenue-generating operations of the Group are transacted in RMB, which is not freely convertible into foreign currencies. On January 1, 1994, the PRC government abolished the dual rate system and introduced a single rate of exchange as quoted by the People&#x2019;s Bank of China. However, the unification of the exchange rate does not imply convertibility of RMB into USD or other foreign currencies. All foreign exchange transactions must take place either through the People&#x2019;s Bank of China or other institutions authorized to buy and sell foreign exchange or at a swap center. Approval of foreign currency payments by the People&#x2019;s Bank of China or other institutions requires submitting a payment application form together with suppliers&#x2019; invoices, shipping documents and signed contracts.</p><br/> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="23" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">% of sales</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: center">% of sales</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: center">2015</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">% of sales</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td nowrap="nowrap" style="width: 22%; font-size: 10pt; text-align: left; padding-left: 10pt; text-indent: -10pt">PICC Property and Casualty Company Limited ("PICC")</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">346,405</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">20</td> <td style="width: 1%; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">442,608</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">21</td> <td style="width: 1%; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">676,939</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">24</td> <td style="width: 1%; font-size: 10pt; text-align: left">%</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-left: 10pt; text-indent: -10pt">China Pacific Property Insurance Co., Ltd. ("CPIC")</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">204,983</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">12</td> <td style="font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">255,655</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">12</td> <td style="font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">315,961</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">11</td> <td style="font-size: 10pt; text-align: left">%</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-left: 10pt; text-indent: -10pt">Ping An Property &amp; Casualty Insurance Company of China, Ltd. ("Ping An").</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">248,102</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">14</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">294,228</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">14</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">283,935</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">10</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">799,490</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">46</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">992,491</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">47</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">1,276,835</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">45</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">%</td> </tr> </table> 346405000 0.20 442608000 0.21 676939000 0.24 204983000 0.12 255655000 0.12 315961000 0.11 248102000 0.14 294228000 0.14 283935000 0.10 799490000 0.46 992491000 0.47 1276835000 0.45 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">%</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">%</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; text-align: center">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 48%; font-size: 10pt">PICC.</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">32,117</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">17</td> <td style="width: 1%; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">53,851</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">22</td> <td style="width: 1%; font-size: 10pt; text-align: left">%</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt">CPIC</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">22,927</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">12</td> <td style="font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">28,947</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">12</td> <td style="font-size: 10pt; text-align: left">%</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Ping An.</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">28,903</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">16</td> <td style="font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">*</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">*</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Huaxia Life Insurance Company Limited</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><p style="font-size: 10pt; text-align: right; margin: 0">*</p></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><p style="font-size: 10pt; text-align: right; margin: 0">*</p></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">26,456</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">11</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">83,947</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">45</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">109,254</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">45</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">%</td> </tr> </table> 32117000 0.17 53851000 0.22 22927000 0.12 28947000 0.12 28903000 0.16 26456000 0.11 83947000 0.45 109254000 0.45 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left"><b>(18)</b></td> <td style="width: 5pt"></td> <td style="text-align: justify"><b>Non-Cash Transactions</b></td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The Group entered into the following non-cash investing and financing activities:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Considerations payable in connection with acquisition of additional interests in subsidiaries</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">4,685</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">34,310</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Considerations payable in connection with other investment </td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,720</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Subscription receivables from employee companies (Note 2(m) &amp; Note 12)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">257,491</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Considerations payable in connection with acquisition of additional interests in subsidiaries</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">4,685</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">34,310</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Considerations payable in connection with other investment </td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,720</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Subscription receivables from employee companies (Note 2(m) &amp; Note 12)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">257,491</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 4685000 34310000 3720000 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left"><b>(19)</b></td> <td style="width: 5pt"></td> <td style="text-align: justify"><b>Share-based Compensation</b></td> </tr> </table><br/><p style="font-size: 10pt; margin: 0"><b>2014 InsCom Options</b></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font style="font-weight: normal">On March 29, 2012, the shareholders of InsCom Holdings Limited ("InsCom"), a private subsidiary of which the Group has a 65.1% equity interest, have resolved on the adoption of a share incentive plan, under which the maximum number of ordinary shares that can be granted is 202,400,000 shares, equal to 20% of the total number of ordinary shares outstanding at InsCom as at March 28, 2012, and that the board of directors are authorized to grant such options.</font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font style="font-weight: normal">On July 1, 2014, InsCom granted stock options to purchase 3,477,281 of its ordinary shares to its entrepreneurial agents and 8,189,000 ordinary shares to its employees (the "2014 InsCom Options"). The number of options that the grantees are entitled to in each year will be calculated based on the key performance indicator scores of the grantees in the respective prior year and subject to their continued services to the InsCom and the Group. For options granted to agents, 3,477,281 ordinary shares ("Option K1") shall vest on June 30, 2015, and the expiration date is December 31, 2016. For options granted to employees, ordinary shares of 4,259,000 ("Option K2") shall vest on July 1, 2014, and the remaining ordinary shares of 3,930,000 ("Option K3") shall vest on June 30, 2015, the expiration date is June 30, 2020. The 2014 InsCom Options have an exercise price of RMB0.028 per ordinary share. There is no intrinsic value of the options as of the date of grant. </font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">As of the grant date and the periods presented, the fair values of the 2014 InsCom Options were estimated to be of nominal values. The share-based compensation expenses related to the 2014 InsCom Options was RMB109 and nil for the years ended December 31, 2014 and 2015, respectively. No shares of 2014 InsCom Options had been exercised.</p><br/><p style="font-size: 10pt; margin: 0"><b>2013 InsCom Options</b></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font style="font-weight: normal">On June 24, 2013, InsCom granted stock options to purchase 5,914,312 of its ordinary shares to its entrepreneurial agents and 14,744,000 ordinary shares to its and the Group's employees (the "2013 InsCom Options"). The number of options that the grantees are entitled to in each year will be calculated based on the key performance indicator scores of the grantees in the respective prior year and subject to their continued services to the InsCom and the Group. For options granted to agents, 60,000 ordinary shares ("Option J1") was vested immediately on June 24, 2013, and the remaining ("Option J2") of the award options shall vest on June 30, 2014, the expiration date for options granted to agents is December 31, 2014. For options granted to employees ("Option J3"), the vesting date is June 30, 2014, and the expiration date is June 30, 2018. The 2013 InsCom Options have an exercise price of RMB1.20 per ordinary share. The exercise price and expiration date for 2013 InsCom Options was later modified) (See "option modification" section of the note). There is no intrinsic value of the options as of the date of grant. </font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">As of the grant date and the periods presented, the fair values of the 2013 InsCom Options were estimated to be of nominal values. The share-based compensation expenses related to the 2013 InsCom Options was RMB6, nil and nil for the years ended December 31, 2013, 2014 and 2015, respectively. No shares of 2013 InsCom Options had been exercised.</p><br/><p style="font-size: 10pt; font-weight: bold; text-align: justify; margin: 0 0 12pt">2012 InsCom Options</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">On April 2, 2012, InsCom granted stock options to purchase 36,515,586 of its ordinary shares to its entrepreneurial agents and 24,492,750 ordinary shares to its and the Group's employees (the "2012 InsCom Options"). Pursuant to the option agreements entered into between the Company and the option grantees, the options shall vest over a two-year period from 2012 to 2013. The number of options that the grantees are entitled to in each year will be calculated based on the key performance indicator scores of the grantees in the respective prior year and subject to their continued services to the InsCom and the Group. For options granted to agents, 86% ("Option I1") was vested immediately on April 2, 2012, and the remaining 14% ("Option I2") of the award options shall vest on June 30, 2013. The expiration date for options granted to agents is December 31, 2014. For options granted to employees, 36% ("Option I3") was vested immediately on April 2, 2012, and the remaining 64% ("Option I4") of the award options shall vest on June 30, 2013, and the expiration date for options granted to employees is June 30, 2017. The 2012 InsCom Options have an exercise price of RMB1.00 per ordinary share. The exercise price and expiration date for 2012 InsCom Options was later modified) (See "option modification" section of the note). There is no intrinsic value of the options as of the date of grant.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">As of the grant date and the periods presented, the fair values of the 2012 InsCom Options were estimated to be of nominal values. The share-based compensation expenses related to the 2012 InsCom Options was RMB6, nil and nil for the years ended December 31, 2013, 2014 and 2015 respectively. As of December31, 2015, no shares of 2012 InsCom Options had been exercised.</p><br/><p style="font-size: 10pt; margin: 0"><b>2012 Option</b></p><br/><table cellpadding="0" cellspacing="0" style="font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: center"><b>a.</b></td> <td style="width: 5pt"></td> <td style="text-align: justify"><b>2012 Options G</b></td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">On March 12, 2012, the Company granted options ("2012 Options G") to its directors and employees to purchase up to 92,845,000 ordinary shares of the Company. Pursuant to the option agreements entered into between the Company and the option grantees, the options shall vest over a five-year service period from 2012 to 2016. The members of the board of directors of the Company received 8,800,000 stock options, which require continued services to the Company but with no other performance conditions. For the rest of the 2012 Option G awards, the number of options that the grantees are entitled to in each year will be calculated based on the key performance indicator scores of the grantees in the respective prior year and subject to their continued employment with the Company. Accordingly, 20% ("Option G1"), 20% ("Option G2"), 25% ("Option G3"), 20% ("Option G4") and 15% ("Option G5") of the award options shall vest on May 31 each of the years 2012 to 2016, respectively. The expiration date of the 2012 Options is March 12, 2022. The 2012 Options G had an exercise price of US$0.30 (RMB1.90) and an intrinsic value of US$0.04 (RMB0.26) per ordinary share, except for the 3,200,000 options granted to the two independent directors which had an exercise price of US$0.31 (RMB1.98) and an intrinsic value of US$0.03(RMB0.17) per ordinary share. The exercise price for Option G was later modified to US$0.001 (RMB0.006) and the number of shares are reduced by half (See "option modification" section of the note). The fair value of the options was determined by using the Black-Scholes option pricing model with the following assumptions:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; border-left: Black 1pt solid; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-top: Black 1pt solid">Option G1</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">Option G2</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">Option G3</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">Option G4</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border: Black 1pt solid">Option G5</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 35%; font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Weight average assumptions &#x2013; expected dividend yield</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Risk-free interest rate</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">2.02</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">2.16</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">2.29</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">2.42</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">2.55</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Expected life (years)</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">5.11</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">5.61</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"></td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">6.11</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">6.61</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">7.11</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Expected volatility</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">74.54</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">74.54</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">74.54</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">74.54</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">74.54</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">The expected dividend yield was estimated by the Company based on its dividend policy over the expected life of the options. Risk-free interest rate was estimated based on the USD Treasury Bond Yield and pro-rated according to the tenor of the options plus a risk premium of 1.05% to cater the higher sovereign risk of China. The expected term was estimated by taking into consideration the expiration period and the vesting terms. Expected volatility was estimated based on the longest available historical annualized daily volatilities of the Company.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font style="font-weight: normal">For the years ended December 31, 2013, 2014 and 2015, share-based compensation expenses of RMB35,732, RMB22,200 and RMB12,940 were recognized in connection with the 2012 Options G, respectively. During the years ended December 31, 2015, 5,923,620 shares of 2012 Options G had been exercised. During the years ended December 31, 2013, 2014 and 2015, 786,670, 932,305 and 114,250 shares of 2012 Options G, respectively, were forfeited due to employee resignations. No share-based compensation expense related to the forfeited options was recognized.</font></p><br/><table cellpadding="0" cellspacing="0" style="font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: center"><b>b.</b></td> <td style="width: 5pt"></td> <td style="text-align: justify"><b>2012 Options H</b></td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">On March 12, 2012, the Company granted options ("2012 Options H") to its entrepreneurial agents and captains (non-employees) to purchase 3,800,000 ordinary shares of the Company, of which 3,000,000 and 800,000 options were granted to agents and captains respectively. Pursuant to the option agreements entered into between the Company and the option grantees, 40% ("Option H1"), 40% ("Option H2") and 20% ("Option H3") of the 3,000,000 award options granted to agents shall vest in May 31, 2014, 2015 and 2016 of each year respectively; and 40% ("Option H4"), 40% ("Option H5") and 20% ("Option H6") of the 800,000 award options granted to captains shall vest in May 31, 2013, 2014 and 2015 of each year respectively. The number of options that the grantees are entitled to in each year of 2013 to 2016 will be calculated based on the key performance indicator scores of the grantees in the respective prior year and subject to their continued agent services with the Company. The expiration date of the 2012 Options H is March 12, 2022. The 2012 Options H had an exercise price of US$0.30 (RMB1.90), which was later modified to US$0.001 (RMB0.006) (See "option modification" section of the note) and an intrinsic value of US$0.04 (RMB0.26) per ordinary share as of the date of grant.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font style="font-weight: normal">The fair value of the options was determined by using the Black-Scholes option pricing model with the following assumptions as of December 31, 2015, exclude Option H1, H4 and H5, and H2 and H6 which were vested on May 31, 2013, May 31, 2014 and May 31, 2015 respectively:</font></p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; border-left: Black 1pt solid; border-top: Black 1pt solid; border-bottom: Black 1pt solid">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; border-top: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-top: Black 1pt solid; border-right: Black 1pt solid">Option H3</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Stock price per underlying ordinary shares</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">US$0.46</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 87%; font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Weight average assumptions &#x2013; expected dividend yield</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Risk-free interest rate</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1.60</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Expected life</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4.31</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Expected volatility</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">64.83</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font style="font-weight: normal">The expected dividend yield was estimated by the Company based on its dividend policy over the expected life of the options. Risk-free interest rate was estimated based on the USD Treasury Bond Yield and pro-rated according to the tenor of the options plus a risk premium of 1.05% to cater the higher sovereign risk of China. The expected term was estimated by taking into consideration the expiration period and the vesting terms. Expected volatility was estimated based on daily stock prices of comparable companies for a period with length commensurate to expected term.</font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font style="font-weight: normal">For the years ended December 31, 2013, 2014 and 2015, share-based compensation expenses of RMB1,288, RMB1,289 and RMB1,213 were recognized in connection with the 2012 Options H, respectively. During the year ended December 31, 2015, 62,140 of 2012 Options H had been exercised. During the years ended December 31, 2013, 2014 and 2015,143,664, 898,740 and 284,978 shares of 2012 Options H, respectively, were forfeited due to termination of agency contracts. No share-based compensation expense related to the forfeited options was recognized.</font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font style="font-style: normal"><b>2009 Options</b></font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font style="font-weight: normal">On March 9, 2009, the Company granted options ("2009 Options") to its employees to purchase 10,000,000 ordinary shares of the Company. Pursuant to the option agreements entered into between the Company and the option grantees, the options shall vest over a four-year period, with 30% ("Option D1"), 30% ("Option D2"), 20% ("Option D3") and the remaining 20% ("Option D4") of the options vesting on March 31 of each of the years 2010 to 2013, respectively, subject to the continuous employment of the option grantees and their key performance indicators ("KPI") results for the year 2009. The expiration date of the 2009 Options is March 31, 2015, which was later modified to December 31, 2017 (See "option modification" section of the note). The 2009 Options have an exercise price of US$0.34 (RMB2.30) per ordinary share, equal to the price per ordinary share quoted on the Nasdaq Global Select Market at the date of passing the resolutions. There is no intrinsic value of the options as of the date of grant. The fair value of the options was determined by using the Black-Scholes option pricing model with the following assumptions:</font></p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-top: Black 1pt solid">Option D1</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">Option D2</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">Option D3</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">Option D4</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 48%; font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Weight average assumptions &#x2013; expected dividend yield</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Risk-free interest rate</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3.35</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3.51</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3.55</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3.61</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Expected life (years)</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3.56</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4.06</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4.56</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">5.06</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Expected volatility</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">33.0</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">31.9</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">32.2</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">31.2</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">During the years ended December 31, 2015, 394,420 shares of 2009 Options had been exercised. The expected term was estimated by taking into consideration the expiration period and the vesting terms. Expected volatility was estimated based on daily stock prices of comparable companies for a period with length commensurate to expected term.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">For the years ended December 31, 2013, 2014 and 2015, share-based compensation expenses of RMB238, nil and nil was recognized in connection with the 2009 Options respectively, excluding the incremental expenses related to the option modification in December 2013 (See "option modification" section of the note). During the years ended December 31, 2013, 2014 and 2015, 231,600, 110,900 and 30,100 shares of 2009 Options, respectively, were forfeited due to employee resignations. No share-based compensation expense related to the forfeited options was recognized.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font style="font-style: normal"><b>2008 Options</b></font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">On November 21, 2008, the Company granted options to purchase 32,000,000 ordinary shares of the Company to certain directors and employees ("2008 Options"). Pursuant to the option agreements entered into between the Company and the option grantees, the options shall vest over a four-year period, with 30% ("Option C1"), 30% ("Option C2"), 20% ("Option C3") and the remaining 20% ("Option C4") of the options vesting on March 31 of each of the years 2010 to 2013, respectively, subject to the continuous employment of the option grantees and their KPI results for the year 2009. The expiration date of the 2008 Options is March 31, 2015, which was later modified to December 31, 2017 (See "option modification" section of the note). The 2008 Options have an exercise price of US$0.28 (RMB1.90), equal to the fair value of the Company&#x2019;s share price at the grant date. There is no intrinsic value of the options as of the date of grant. The fair value of the options was determined by using the Black-Scholes option pricing model with the following assumptions:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-top: Black 1pt solid">Option C1</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">Option C2</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">Option C3</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border: Black 1pt solid">Option C4</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 48%; font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Weight average assumptions &#x2013; expected dividend yield</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Risk-free interest rate</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3.70</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3.71</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3.93</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4.07</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Expected life (years)</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3.86</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4.36</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4.86</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">5.36</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Expected volatility</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">28.2</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">28.9</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">28.0</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">27.6</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">During the year ended December 31, 2015, 374,540 shares of 2008 Options had been exercised. The expected term was estimated by taking into consideration the expiration period and the vesting terms. Expected volatility was estimated based on daily stock prices of comparable companies for a period with length commensurate to expected term.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">For the years ended December 31, 2013, 2014 and 2015, share-based compensation expenses of RMB946, nil and nil, respectively, was recognized in connection with 2008 Options, excluding the incremental expenses related to the option modification in December 2013 (See "option modification" section of the note). During the years ended December 31, 2013, 2014 and 2015 respectively, 269,800, 171,700 and nil shares of 2008 Options, respectively, were forfeited due to employee resignations. No share-based compensation expense related to the forfeited options was recognized.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0in; margin: 0 0 12pt"><b>Option modification</b></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">In December 2013, the board of directors approved an option modification to extend the expiration dates of the outstanding 2008 Options and 2009 Options to December 31, 2017. Other terms of the options grants remain unchanged. The Company had taken a modification charge for the incremental compensation cost of RMB6,700 to the consolidated statement of income and comprehensive income for the year ended December 31, 2013, the period in which the modification occurred.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">In December 2013, the chairman of InsCom approved an option modification to extend the expiration dates of all InsCom options for one year and revised the exercise price of the options to RMB0.025 per ordinary share, the fair value as of the modification date. The Company had taken a modification charge for the incremental compensation cost of RMB401 to the consolidated statement of income and comprehensive income for the year ended December 31, 2013, the period in which the modification occurred.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">In November 2014, the board and compensation committee passed a resolution to modify the exercise price of the 2012 Options. The exercise price of the remaining unexercised the 2012 Options was reduced from $0.30 per ordinary share (for certain directors, officers, key employees and sales agents) and $0.31 per ordinary share (for one independent director who is a resident of the United States) to $0.001 per ordinary share while the maximum aggregate award of 96,645,000 ordinary shares was reduced to 46,722,500 ordinary shares. The options are subject to the same service period. As of December&nbsp;31, 2014, except for the options granted to one of the independent directors, outstanding options to purchase 91,327,722 ordinary shares were modified into 45,663,861 shares options. There was no incremental cost as a result of such option modification.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">In October 2015, the chairman of InsCom approved an option modification to extend the expiration dates of 2012 InsCom options and 2013 InsCom options to December 31, 2020. Other terms of the options grants remain unchanged. The Company had taken a modification charge for the incremental compensation cost of RMB100 to the consolidated statement of income and comprehensive income for the year ended December 31, 2015, the period in which the modification occurred.</p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt">For each of the three years ended December 31, 2013, 2014 and 2015, changes in the status of outstanding options, excluding the InsCom options, were as follows:</p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1.1pt solid"><font style="font-size: 10pt">Number of <br /> options</font></td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1.1pt solid"><font style="font-size: 10pt">Weighted average exercise price in RMB</font></td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1.1pt solid"><font style="font-size: 10pt">Aggregate Intrinsic Value <br />RMB</font></td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt"><font style="font-size: 10pt">Outstanding as of January 1, 2013</font></td> <td style="width: 1%; font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="width: 1%; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="width: 10%; font-size: 10pt; text-align: right"><font style="font-size: 10pt">133,161,231</font></td> <td style="width: 1%; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="width: 1%; font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="width: 1%; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="width: 10%; font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.92</font></td> <td style="width: 1%; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="width: 1%; font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="width: 1%; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="width: 10%; font-size: 10pt; text-align: right"><font style="font-size: 10pt">15,436</font></td> <td style="width: 1%; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">Forfeited</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">(1,431,734</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">)</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.96</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 1pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 1pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 1pt; text-align: right"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 1pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">Outstanding as of December 31, 2013</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">131,729,497</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.92</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">15,436</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt"><font style="font-size: 10pt">Exercised</font></td> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">(1,704,380</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">)</font></td> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">2.09</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt"><font style="font-size: 10pt">Forfeited</font></td> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">(2,113,656</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">)</font></td> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.92</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1.1pt"><font style="font-size: 10pt">Modification of the 2012 Options</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">(45,663,861</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">)</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.90</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 1pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 1pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 1pt; text-align: right"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 1pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">Outstanding as of December 31, 2014</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">82,247,600</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.93</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">10,177</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt"><font style="font-size: 10pt">Exercised</font></td> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">(6,754,720</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">)</font></td> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.92</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">Forfeited</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">(429,328</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">)</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.93</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 1pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 1pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 1pt; text-align: right"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 1pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 2.25pt"><font style="font-size: 10pt">Outstanding as of December 31, 2015</font></td> <td style="font-size: 10pt; padding-bottom: 2.25pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><font style="font-size: 10pt">75,063,552</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; padding-bottom: 2.25pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.93</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; padding-bottom: 2.25pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><font style="font-size: 10pt">70,931</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt"><font style="font-size: 10pt">Exercisable as of December 31, 2015</font></td> <td style="font-size: 10pt; padding-bottom: 2.25pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><font style="font-size: 10pt">67,775,401</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; padding-bottom: 2.25pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.94</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; padding-bottom: 2.25pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><font style="font-size: 10pt">63,801</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font>As of December 31, 2015, there were a total of 7,288,151 outstanding unvested options for the Group. As of December 31, 2015, there was RMB4,893 of total unrecognized compensation cost related to share options granted in 2012, which was expected to be recognized in the year of 2016.</font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font>No 2012 InsCom Options was exercised, or cancelled during the years ended December 31, 2014 and 2015. There was negligible unrecognized cost as of December 31, 2015. As of December 31, 2015, 6,036,035 shares of 2012 InsCom Options were forfeited because of resignation of the option holders. As of December 31, 2015, 54,972,301 shares of the 2012 InsCom Options were outstanding and exercisable, with weighted average remaining contractual life of 5 years and exercise price of RMB0.025 per ordinary share.</font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font>No 2013 InsCom Options was exercised or cancelled during the years ended December 31, 2014 and 2015, and there was no unrecognized cost expected to be recognized as of December 31, 2015. As of December 31, 2015, 4,119,879 shares were forfeited. As of December 31, 2015, 16,538,433 shares of the 2013 InsCom Options were outstanding and exercisable, with weighted average remaining contractual life of 5 years and exercise price of RMB0.025 per ordinary share.</font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font>No 2014 InsCom Options was exercised or cancelled during the years ended December 31, 2014 and 2015, and there was no unrecognized cost expected to be recognized as of December 31, 2015. As of December 31, 2015, 2,073,794 shares were forfeited. As of December 31, 2015, 9,592,487 shares of the 2014 InsCom Options were outstanding and exercisable, with weighted average remaining contractual life of 3.8 years and exercise price of RMB0.028 per ordinary share.</font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font>The following table summarizes information about the Company&#x2019;s share option plans for the years ended December 31, 2013, 2014 and 2015, excluding the InsCom options, were:</font></p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Weighted-average grant-date fair value per share of options granted</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 61%; font-size: 10pt; text-align: left">Total intrinsic value of options exercised</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">837</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">17,399</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Total fair value of share options vested</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">34,362</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">44,912</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">38,178</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0 0 12pt"><font>The following table summarizes information about the Company&#x2019;s stock option plans as of December 31, 2015, excluding the InsCom options, were:</font></p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Options outstanding</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Weighted average remaining contractual life (Years)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Weighted average exercise price in RMB</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Options Exercisable</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 48%; font-size: 10pt; text-align: left">2012 Options G</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">39,838,822</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">6.25</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">0.006</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">32,770,447</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">2012 Options H</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,023,310</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6.25</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.006</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">803,534</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">2009 Options </td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,575,480</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2.00</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2.30</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,575,480</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 1pt">2008 Options </td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">27,625,940</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">2.00</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">1.90</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">27,625,940</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">Total</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">75,063,552</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: right">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: right">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">67,775,401</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table><br/> 0.651 202400000 0.20 3477281 8189000 3477281 4259000 3930000 0.028 109000 0 5914312 14744000 60000 1.20 6000 0 36515586 24492750 P2Y 0.86 0.14 0.36 0.64 1.00 6000 0 92845000 P5Y 8800000 0.20 0.20 0.25 0.20 0.15 0.30 1.90 0.04 0.26 3200000 0.31 1.98 0.03 0.17 0.001 0.006 0.0105 35732000 22200000 12940000 5923620 786670 932305 114250 3800000 3000000 800000 0.40 0.40 0.20 0.40 0.40 0.20 0.30 1.90 0.001 0.006 0.04 0.26 0.0105 1288000 1289000 1213000 62140 143664 898740 284978 10000000 P4Y 0.30 0.30 0.20 0.20 0.34 2.30 394420 238000 231600 110900 30100 32000000 0.30 0.30 0.20 0.20 0.28 1.90 0 0 0 0 374540 946000 269800 171700 0 0 0 0 0 0 0 0 0 0 0 0 6700000 P1Y 0.025 401000 96645000 46722500 91327722 45663861 0 100000 7288151 4893000 0 0 0 6036035 54972301 54972301 P5Y 0.025 0 0 0 0 4119879 16538433 16538433 P5Y 0.025 0 0 0 0 2073794 9592487 9592487 P3Y292D 0.028 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; border-left: Black 1pt solid; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-top: Black 1pt solid">Option G1</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">Option G2</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">Option G3</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">Option G4</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border: Black 1pt solid">Option G5</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 35%; font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Weight average assumptions &#x2013; expected dividend yield</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Risk-free interest rate</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">2.02</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">2.16</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">2.29</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">2.42</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">2.55</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Expected life (years)</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">5.11</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">5.61</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"></td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">6.11</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">6.61</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">7.11</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Expected volatility</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">74.54</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">74.54</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">74.54</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">74.54</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">74.54</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> </table> 0.00 0.00 0.00 0.00 0.00 0.0202 0.0216 0.0229 0.0242 0.0255 P5Y40D P5Y222D P6Y40D P6Y222D P7Y40D 0.7454 0.7454 0.7454 0.7454 0.7454 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; border-left: Black 1pt solid; border-top: Black 1pt solid; border-bottom: Black 1pt solid">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; border-top: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-top: Black 1pt solid; border-right: Black 1pt solid">Option H3</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Stock price per underlying ordinary shares</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">US$0.46</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 87%; font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Weight average assumptions &#x2013; expected dividend yield</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Risk-free interest rate</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1.60</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Expected life</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4.31</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Expected volatility</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">64.83</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> </table> 0.46 0.00 0.0160 P4Y113D 0.6483 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-top: Black 1pt solid">Option D1</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">Option D2</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">Option D3</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">Option D4</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 48%; font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Weight average assumptions &#x2013; expected dividend yield</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Risk-free interest rate</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3.35</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3.51</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3.55</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3.61</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Expected life (years)</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3.56</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4.06</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4.56</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">5.06</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Expected volatility</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">33.0</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">31.9</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">32.2</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">31.2</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> </table> 0.00 0.00 0.00 0.00 0.0335 0.0351 0.0355 0.0361 P3Y204D P4Y21D P4Y204D P5Y21D 0.330 0.319 0.322 0.312 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-top: Black 1pt solid">Option C1</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">Option C2</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid; border-left: Black 1pt solid; border-top: Black 1pt solid">Option C3</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; border-top: Black 1pt solid">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border: Black 1pt solid">Option C4</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 48%; font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Weight average assumptions &#x2013; expected dividend yield</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="width: 1%; font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="width: 1%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">0</td> <td style="width: 1%; border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Risk-free interest rate</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3.70</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3.71</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3.93</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4.07</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Expected life (years)</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3.86</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4.36</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4.86</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">5.36</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; border-bottom: Black 1pt solid; border-left: Black 1pt solid">Expected volatility</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">28.2</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">28.9</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">28.0</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">%</td> <td style="font-size: 10pt; border-bottom: Black 1pt solid">&nbsp;</td> <td style="border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">27.6</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; border-right: Black 1pt solid">%</td> </tr> </table> 0.00 0.00 0.00 0.00 0.0370 0.0371 0.0393 0.0407 P3Y313D P4Y131D P4Y313D P5Y131D 0.282 0.289 0.280 0.276 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1.1pt solid"><font style="font-size: 10pt">Number of <br /> options</font></td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1.1pt solid"><font style="font-size: 10pt">Weighted average exercise price in RMB</font></td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1.1pt solid"><font style="font-size: 10pt">Aggregate Intrinsic Value <br />RMB</font></td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt"><font style="font-size: 10pt">Outstanding as of January 1, 2013</font></td> <td style="width: 1%; font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="width: 1%; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="width: 10%; font-size: 10pt; text-align: right"><font style="font-size: 10pt">133,161,231</font></td> <td style="width: 1%; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="width: 1%; font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="width: 1%; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="width: 10%; font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.92</font></td> <td style="width: 1%; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="width: 1%; font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="width: 1%; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="width: 10%; font-size: 10pt; text-align: right"><font style="font-size: 10pt">15,436</font></td> <td style="width: 1%; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">Forfeited</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">(1,431,734</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">)</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.96</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 1pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 1pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 1pt; text-align: right"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 1pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">Outstanding as of December 31, 2013</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">131,729,497</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.92</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">15,436</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt"><font style="font-size: 10pt">Exercised</font></td> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">(1,704,380</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">)</font></td> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">2.09</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt"><font style="font-size: 10pt">Forfeited</font></td> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">(2,113,656</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">)</font></td> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.92</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1.1pt"><font style="font-size: 10pt">Modification of the 2012 Options</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">(45,663,861</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">)</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.90</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 1pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 1pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 1pt; text-align: right"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 1pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">Outstanding as of December 31, 2014</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">82,247,600</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.93</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">10,177</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt"><font style="font-size: 10pt">Exercised</font></td> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">(6,754,720</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">)</font></td> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.92</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: right"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">Forfeited</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">(429,328</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">)</font></td> <td style="font-size: 10pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.93</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 1pt; padding-bottom: 1.1pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 1pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 1pt; text-align: right"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 1.1pt solid; font-size: 1pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 2.25pt"><font style="font-size: 10pt">Outstanding as of December 31, 2015</font></td> <td style="font-size: 10pt; padding-bottom: 2.25pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><font style="font-size: 10pt">75,063,552</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; padding-bottom: 2.25pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.93</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; padding-bottom: 2.25pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><font style="font-size: 10pt">70,931</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt"><font style="font-size: 10pt">Exercisable as of December 31, 2015</font></td> <td style="font-size: 10pt; padding-bottom: 2.25pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><font style="font-size: 10pt">67,775,401</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; padding-bottom: 2.25pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><font style="font-size: 10pt">1.94</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="font-size: 10pt; padding-bottom: 2.25pt"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><font style="font-size: 10pt">63,801</font></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"><font style="font-size: 10pt">&nbsp;</font></td> </tr> </table> 133161231 1.92 15436000 1431734 1.96 131729497 1.92 15436000 2.09 2113656 1.92 45663861 1.90 82247600 1.93 10177000 1.92 429328 1.93 75063552 1.93 70931000 67775401 1.94 63801000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Weighted-average grant-date fair value per share of options granted</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 61%; font-size: 10pt; text-align: left">Total intrinsic value of options exercised</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">837</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">17,399</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Total fair value of share options vested</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">34,362</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">44,912</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">38,178</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 0 0 0 0 837000 17399000 34362000 44912000 38178000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Options outstanding</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Weighted average remaining contractual life (Years)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Weighted average exercise price in RMB</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Options Exercisable</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 48%; font-size: 10pt; text-align: left">2012 Options G</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">39,838,822</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">6.25</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">0.006</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">32,770,447</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">2012 Options H</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,023,310</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6.25</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">0.006</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">803,534</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">2009 Options </td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,575,480</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2.00</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2.30</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,575,480</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 1pt">2008 Options </td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">27,625,940</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">2.00</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: right">1.90</td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">27,625,940</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">Total</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">75,063,552</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: right">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: right">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">67,775,401</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> </table> 39838822 P6Y3M 0.006 32770447 1023310 P6Y3M 0.006 803534 6575480 P2Y 2.30 6575480 27625940 P2Y 1.90 27625940 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; font-weight: bold; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left">(20)</td> <td style="width: 5pt"></td> <td style="text-align: justify">Restricted Net Assets</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font>Relevant PRC statutory laws and regulations permit payments of dividends by the Group&#x2019;s PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. As a result of these PRC laws and regulations, the Group&#x2019;s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets either in the form of dividends, loans or advances. As of December 31, 2014 and 2015, the Company had restricted net assets of RMB2,055,417 and RMB2,164,132 (including RMB131,313 and RMB78,847 restricted share capital and statutory reserve of the VIEs), respectively, which were not eligible to be distributed. These amounts were comprised of the registered capital of the Company&#x2019;s PRC subsidiaries and the statutory reserves disclosed in note 14.</font></p><br/> 2055417000 2164132000 131313000 78847000 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; font-weight: bold; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left">(21)</td> <td style="width: 5pt"></td> <td style="text-align: justify">Segment Reporting</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font>The Group operated three operating segments: (1) insurance agency business segment, which mainly consists of providing agency services for P&amp;C insurance products and life insurance products to individual clients, (2) insurance brokerage business segment, which mainly consists of providing P&amp;C and life insurance brokerage services to institutional clients, and (3) claims adjusting segment, which consists of providing pre-underwriting survey, claim adjusting, disposal of residual value, loading and unloading supervision and consulting services. Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the Group's chief operating decision maker in deciding how to allocate resources and in assessing performance.</font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font>The following table shows the Group&#x2019;s operations by business segment for the years ended December 31, 2013, 2014 and 2015. Other includes revenue and expenses that are not allocated to reportable segments and corporate related items.</font></p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: center">2013</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: center">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">US$</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Net revenues</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td style="text-align: right">&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 48%; font-size: 10pt">Agency</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">1,418,512</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">1,624,410</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">2,155,264</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">332,716</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Brokerage</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">63,418</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">232,620</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">369,198</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">56,994</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Claims Adjusting</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">261,206</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">292,981</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">303,846</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">46,906</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Other</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">13,888</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Total net revenues</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">1,757,024</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">2,150,011</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">2,828,308</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">436,616</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Operating costs and expenses</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td style="text-align: right">&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td>&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td style="text-align: right">&nbsp;</td> <td style="text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt">Agency</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(1,305,306</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(1,486,871</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(1,969,329</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(304,012</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Brokerage</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(53,719</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(197,017</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(319,124</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(49,264</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Claims Adjusting</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(234,129</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(275,539</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(292,613</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(45,171</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Other</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(145,884</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(159,685</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(168,720</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(26,046</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Total operating costs and expenses</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">(1,739,038</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">(2,119,112</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">(2,749,786</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">(424,493</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Income (loss) from operations</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt">Agency</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">113,206</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">137,539</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">185,935</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">28,704</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Brokerage</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">9,699</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">35,603</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">50,074</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">7,730</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Claims Adjusting</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">27,077</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">17,442</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">11,233</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,735</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Other</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(131,996</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(159,685</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(168,720</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(26,046</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Total income from operations</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">17,986</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">30,899</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">78,522</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">12,123</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> </table><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; text-align: center">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; text-align: center">2015</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; text-align: center">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">US$</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Segment assets</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 61%; font-size: 10pt">Agency</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">1,682,305</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">454,803</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">70,209</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Brokerage</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">118,139</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">160,286</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">24,744</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Claims Adjusting</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">116,877</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">226,121</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">34,907</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Other</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,831,165</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3,173,218</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">489,861</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Total assets</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">3,748,486</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">4,014,428</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">619,721</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font>Substantially all of the Group&#x2019;s revenues for the three years ended December 31, 2013, 2014 and 2015 were generated from the PRC. A substantial portion of the identifiable assets of the Group is located in the PRC. Accordingly, no geographical segments are presented.</font></p><br/> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: center">2013</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: center">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">US$</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Net revenues</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td style="text-align: right">&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 48%; font-size: 10pt">Agency</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">1,418,512</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">1,624,410</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">2,155,264</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">332,716</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Brokerage</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">63,418</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">232,620</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">369,198</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">56,994</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Claims Adjusting</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">261,206</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">292,981</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">303,846</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">46,906</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Other</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">13,888</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Total net revenues</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">1,757,024</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">2,150,011</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">2,828,308</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">436,616</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Operating costs and expenses</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td style="text-align: right">&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td>&nbsp;</td> <td style="text-align: left">&nbsp;</td> <td style="text-align: right">&nbsp;</td> <td style="text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt">Agency</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(1,305,306</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(1,486,871</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(1,969,329</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(304,012</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Brokerage</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(53,719</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(197,017</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(319,124</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(49,264</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Claims Adjusting</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(234,129</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(275,539</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(292,613</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(45,171</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Other</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(145,884</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(159,685</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(168,720</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(26,046</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Total operating costs and expenses</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">(1,739,038</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">(2,119,112</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">(2,749,786</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">(424,493</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Income (loss) from operations</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt">Agency</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">113,206</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">137,539</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">185,935</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">28,704</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Brokerage</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">9,699</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">35,603</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">50,074</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">7,730</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Claims Adjusting</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">27,077</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">17,442</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">11,233</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,735</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Other</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(131,996</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(159,685</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(168,720</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(26,046</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Total income from operations</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">17,986</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">30,899</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">78,522</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">12,123</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> </table> 1305306000 1486871000 1969329000 304012000 53719000 197017000 319124000 49264000 234129000 275539000 292613000 45171000 145884000 159685000 168720000 26046000 1739038000 2119112000 2749786000 424493000 113206000 137539000 185935000 28704000 9699000 35603000 50074000 7730000 27077000 17442000 11233000 1735000 -131996000 -159685000 -168720000 -26046000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; text-align: center">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; text-align: center">2015</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; text-align: center">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">US$</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Segment assets</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 61%; font-size: 10pt">Agency</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">1,682,305</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">454,803</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">70,209</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Brokerage</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">118,139</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">160,286</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">24,744</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Claims Adjusting</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">116,877</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">226,121</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">34,907</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Other</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,831,165</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">3,173,218</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">489,861</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Total assets</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">3,748,486</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">4,014,428</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">619,721</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> </table> 1682305000 454803000 70209000 118139000 160286000 24744000 116877000 226121000 34907000 1831165000 3173218000 489861000 <table cellpadding="0" cellspacing="0" style="font-size: 10pt; font-weight: bold; margin-top: 0pt; margin-bottom: 6pt"> <tr style="vertical-align: top; text-align: justify"> <td style="width: 35pt; text-align: left">(22)</td> <td style="width: 5pt"></td> <td style="text-align: justify">Subsequent event</td> </tr> </table><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font>In January 2016, the individual shareholder of Dianliang Information, transferred 100% of the equity interest of Dianliang Information to Tibet Zhuli Investment Co., Ltd., a wholly-owned subsidiary if the Group. As a result, Dianliang Information become the wholly-owned subsidiaries and the Group have obtained direct equity ownership in all of the insurance intermediary businesses and an online mutual aid platform in the PRC.</font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font>In January 2016, the NEEQ reportedly informed brokerage firms that the listings of all non-mainstream financial services companies will be temporarily suspended. It is unclear whether or not CISLA will be treated as a non-mainstream financial services company and how the decision may affect the listing of CISLA. But it may prolong the review process by the NEEQ and increase uncertainty as to when and whether the listing application will be approved. The proposed listing may not be successful and the Group may incur substantial costs in connection with the proposed listing.</font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font>In March 2016, <font style="font-size: 10pt">during the fourth session of the 12th National People&#x2019;s Congress, it was announced that the VAT reform will be fully rolled out and extended to all industries including construction, real estate, financial services and lifestyle services. Subsequently, the State Administration of Taxation and Ministry of Finance jointly issued a Notice on Preparing for the Full Implementation of the VAT Reform (Cai Shui [2016] No. 32). Accordingly, the Group will pay value-added tax instead of business tax starting from May 1, 2016. The Group is in the process of evaluating the impact on the consolidated financial statements.</font></font></p><br/> 1.00 <p style="font-size: 10pt; text-align: center; margin-top: 0; margin-bottom: 0"><font><b>SCHEDULE 1&#x2014;CONDENSED FINANCIAL STATEMENTS OF THE COMPANY</b></font></p><br/><p style="font-size: 10pt; text-align: center; margin-top: 0; margin-bottom: 0"><font><b>Balance Sheets</b></font></p><br/><p style="font-size: 10pt; text-align: center; margin-top: 0; margin-bottom: 0"><font><b>(<i>In thousands, except for shares</i>)</b></font></p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">US$</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">ASSETS:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; font-style: italic; text-align: left">Current assets:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Cash and cash equivalents</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">9,707</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">5,349</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">826</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Other receivables </td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">296</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">213,806</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">33,006</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Amounts due from subsidiaries</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,539,702</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,394,118</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">215,215</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Total current assets</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">1,549,705</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">1,613,273</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">249,047</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; font-style: italic; text-align: left">Non-current assets:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Investment in subsidiaries</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,700,295</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,736,488</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">268,067</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Total assets</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">3,250,000</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">3,349,761</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">517,114</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">LIABILITIES AND SHAREHOLDERS&#x2019; EQUITY:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; font-style: italic; text-align: left">Current liabilities:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Other payables</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,723</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4,602</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">710</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Amounts due to subsidiaries</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">36,525</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">27,729</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4,281</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Total liabilities</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">39,248</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">32,331</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">4,991</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: justify; padding-left: 10pt; text-indent: -10pt">Ordinary shares (Authorized shares:10,000,000,000 at US$0.001 each; issued and outstanding shares: 1,150,565,906 and 1,155,059,526 as of December 31, 2014 and 2015, respectively)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">8,563</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">8,592</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,326</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Additional paid-in capital</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,601,401</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,454,244</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">378,870</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Retained earnings</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">963,385</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,173,471</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">181,153</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Accumulated other comprehensive loss</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(105,106</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(50,048</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(7,726</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Subscription receivables</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(257,491</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(268,829</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(41,500</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 1pt">Total shareholders&#x2019; equity</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">3,210,752</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">3,317,430</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">512,123</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Total liabilities and shareholders' equity</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">3,250,000</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">3,349,761</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">517,114</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: center; margin: 0"><font><b>Statements of Income and Comprehensive Income</b></font></p><br/><p style="font-size: 10pt; text-align: center; margin-top: 0; margin-bottom: 0"><font><b>(<i>In thousands</i>)</b></font></p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year Ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; text-align: center">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; text-align: center">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; text-align: center">2015</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; text-align: center">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">US$</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 48%; font-size: 10pt; text-align: left">General and administrative expenses</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">(50,633</td> <td style="width: 1%; font-size: 10pt; text-align: left">)</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">(31,191</td> <td style="width: 1%; font-size: 10pt; text-align: left">)</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">(19,839</td> <td style="width: 1%; font-size: 10pt; text-align: left">)</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">(3,062</td> <td style="width: 1%; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Interest income</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,847</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">12,464</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">15,913</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,456</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Equity in earnings of subsidiaries</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">139,429</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">180,487</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">214,012</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">33,038</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Net income</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">95,643</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">161,760</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">210,086</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">32,432</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; padding-left: 10pt; text-indent: -10pt">Other comprehensive (loss) income, net of tax: </td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: right"></td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left"></td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: right"></td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: right"></td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: right"></td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; padding-left: 10pt; text-indent: -10pt">Foreign currency translation adjustments</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(6,982</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,008</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,153</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">949</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; padding-left: 10pt; text-indent: -10pt">Share of other comprehensive income of affiliates, net of tax</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">37,567</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">5,799</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Comprehensive income attributable to the Company's shareholders</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">88,661</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">167,768</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">253,806</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">39,180</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: center; margin: 0"><font><b>Statements of Shareholders&#x2019; Equity</b></font></p><br/><p style="font-size: 10pt; text-align: center; margin: 0"><font><b>(<i>In thousands, except for shares)</i></b></font></p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Share Capital</td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="3">&nbsp;</td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Treasury Stock</td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt">Accumulated</td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="3">&nbsp;</td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="3">&nbsp;</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Number of <br /> Share</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Amounts</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Additional <br />Paid-in <br /> Capital</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Number of <br />Share</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Amounts</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Retained <br />Earnings</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Other <br />Comprehensive Income</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Subscription Receivables</td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Total</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center"></td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td nowrap="nowrap" style="font-size: 10pt; font-weight: bold">Balance as of January 1, 2013</td> <td style="width: 1%; font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; font-weight: bold; text-align: right">998,861,526</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; font-weight: bold; text-align: right">7,624</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; font-weight: bold; text-align: right">2,284,906</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; font-weight: bold; text-align: right">705,982</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; font-weight: bold; text-align: right">(104,132</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="width: 1%; font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; font-weight: bold; text-align: right">2,894,380</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Net income</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">95,643</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">95,643</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Foreign currency translation</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(6,982</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(6,982</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Share-based compensation</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">44,904</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">44,904</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Other</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">152</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">152</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td nowrap="nowrap" style="font-size: 10pt; font-weight: bold">Balance as of December 31, 2013</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">998,861,526</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">7,624</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">2,329,962</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">801,625</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">(111,114</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">3,028,097</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Net income</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">161,760</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">161,760</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Issue new shares to employees</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">150,000,000</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">928</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">256,563</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(257,491</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Foreign currency translation</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,008</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,008</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt">Exercise of share options</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,704,380</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">11</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,172</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,183</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Share-based compensation</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">23,598</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">23,598</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 1pt">Other</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(11,894</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(11,894</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold">Balance as of December 31, 2014</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">1,150,565,906</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">8,563</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">2,601,401</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">963,385</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">(105,106</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">(257,491</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">3,210,752</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Net income</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">210,086</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">210,086</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Foreign currency translation</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">17,491</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(11,338</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,153</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Repurchase of ordinary shares</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(2,261,100</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(6,276</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(6,276</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Exercise of share options</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4,493,620</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">29</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(4,787</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,261,100</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,276</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,518</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Share-based compensation</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">17,653</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">17,653</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt; text-indent: -10pt; padding-left: 10pt">Acquisition of additional interest in a subsidiary</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(160,023</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(160,023</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt; text-indent: -10pt; padding-left: 10pt">Share of other comprehensive income in affiliates</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">37,567</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">37,567</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">Balance as of December 31, 2015</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">1,155,059,526</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">8,592</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">2,454,244</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">1,173,471</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">(50,048</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">(268,829</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">3,317,430</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td nowrap="nowrap" style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">Balance as of December 31, 2015 in US$&nbsp;&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; font-weight: bold; text-align: right"></td> <td style="padding-bottom: 2.25pt; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">1,326</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">378,870</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; font-weight: bold; text-align: right"></td> <td style="padding-bottom: 2.25pt; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left"></td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">181,153</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left"></td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">(7,726</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">(41,500</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">512,123</td> <td style="border-bottom: Black 2.25pt double; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; font-weight: bold; text-align: center; text-indent: -5pt; margin: 0 0 12pt 5pt"><font>Statements of Cash Flows&nbsp;</font></p><br/><p style="font-size: 10pt; text-align: center; margin: 0"><font><b>(<i>In thousands</i>)</b></font></p><br/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year Ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">US$</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left">OPERATING ACTIVITIES</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 48%; font-size: 10pt; font-weight: bold; text-align: left">Net income </td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">95,643</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">161,760</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">210,086</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">32,432</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-left: 10pt; text-indent: -10pt">Adjustments to reconcile net income to net cash generated from (used in) operating activities:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Equity in earnings of subsidiaries</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(139,016</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(180,487</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(214,012</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(33,038</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Compensation expenses associated with stock options</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">44,904</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">23,598</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">17,653</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,725</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Changes in operating assets and liabilities:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Other receivables</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,212</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">39,810</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(213,510</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(32,959</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Other payables</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(582</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(42,379</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,879</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">291</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 1pt">Net cash generated from (used in) operating activities</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">2,161</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">2,302</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">(197,904</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">(30,549</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Cash flows from investing activities</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">(Increase) decrease in investment in subsidiaries</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(34,102</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">29,853</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">55,363</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">8,546</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Advances from (to) subsidiaries</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">37,337</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(43,110</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">136,788</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">21,116</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Disposal of subsidiaries</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(1,532</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 1pt">Net cash generated from (used in) investing activities</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">1,703</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">(13,257</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">192,151</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">29,662</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Cash flows from financing activities:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Proceeds on exercise of stock options</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,183</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,518</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">234</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Repurchase ordinary shares</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(6,276</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(969</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 1pt">Net cash generated from (used in) financing activities</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">3,183</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">(4,758</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">(735</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Net increase (decrease) in cash and cash equivalents</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">3,864</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">(7,772</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">(10,511</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">(1,622</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Cash and cash equivalents at beginning of year</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">14,589</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">11,471</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">9,707</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">1,499</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Effect of exchange rate changes on cash and cash equivalents</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(6,982</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">6,008</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">6,153</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">949</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Cash and cash equivalents at end of year</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">11,471</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">9,707</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">5,349</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">826</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> </table><br/><p style="font-size: 10pt; text-align: center; margin: 0"><font><b>Note to Schedule 1</b></font></p><br/><p style="font-size: 10pt; text-align: center; margin: 0"><font><b>(<i>In thousands, except for shares</i>)</b></font></p><br/><p style="font-size: 10pt; text-align: justify; text-indent: 39.95pt; margin: 0 0 12pt"><font>Schedule 1 has been provided pursuant to the requirements of Rule 12-04(a), 5-04(c) and 4-08(e)(3) of Regulation S-X, which require condensed financial statements as to the financial position, changes in financial position and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of the consolidated and unconsolidated subsidiaries (including variable interest entities) together exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. As of December 31, 2015, RMB2,164,132 of the restricted capital and reserves are not available for distribution, and as such, the condensed financial statements of the Company have been presented for the years ended December 31, 2014 and 2015.</font></p><br/> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">As of December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">US$</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">ASSETS:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; font-style: italic; text-align: left">Current assets:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">Cash and cash equivalents</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">9,707</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">5,349</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">826</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Other receivables </td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">296</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">213,806</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">33,006</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Amounts due from subsidiaries</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,539,702</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,394,118</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">215,215</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Total current assets</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">1,549,705</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">1,613,273</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">249,047</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; font-style: italic; text-align: left">Non-current assets:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Investment in subsidiaries</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,700,295</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,736,488</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">268,067</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Total assets</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">3,250,000</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">3,349,761</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">517,114</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">LIABILITIES AND SHAREHOLDERS&#x2019; EQUITY:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; font-style: italic; text-align: left">Current liabilities:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Other payables</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,723</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4,602</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">710</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Amounts due to subsidiaries</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">36,525</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">27,729</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">4,281</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Total liabilities</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">39,248</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">32,331</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">4,991</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: justify; padding-left: 10pt; text-indent: -10pt">Ordinary shares (Authorized shares:10,000,000,000 at US$0.001 each; issued and outstanding shares: 1,150,565,906 and 1,155,059,526 as of December 31, 2014 and 2015, respectively)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">8,563</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">8,592</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,326</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Additional paid-in capital</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,601,401</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,454,244</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">378,870</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Retained earnings</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">963,385</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,173,471</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">181,153</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Accumulated other comprehensive loss</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(105,106</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(50,048</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(7,726</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Subscription receivables</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(257,491</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(268,829</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(41,500</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 1pt">Total shareholders&#x2019; equity</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">3,210,752</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">3,317,430</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">512,123</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Total liabilities and shareholders' equity</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">3,250,000</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">3,349,761</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">517,114</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> </table> 9707000 5349000 826000 296000 213806000 33006000 1539702000 1394118000 215215000 1549705000 1613273000 249047000 1700295000 1736488000 268067000 3250000000 3349761000 517114000 2723000 4602000 710000 36525000 27729000 4281000 39248000 32331000 4991000 8563000 8592000 1326000 2601401000 2454244000 378870000 963385000 1173471000 181153000 -105106000 -50048000 -7726000 257491000 268829000 41500000 3210752000 3317430000 512123000 3250000000 3349761000 517114000 10000000000 10000000000 0.001 0.001 0.001 1150565906 1155059526 1150565906 1155059526 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year Ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; text-align: center">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; text-align: center">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; text-align: center">2015</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid; text-align: center">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">US$</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 48%; font-size: 10pt; text-align: left">General and administrative expenses</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">(50,633</td> <td style="width: 1%; font-size: 10pt; text-align: left">)</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">(31,191</td> <td style="width: 1%; font-size: 10pt; text-align: left">)</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">(19,839</td> <td style="width: 1%; font-size: 10pt; text-align: left">)</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">(3,062</td> <td style="width: 1%; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Interest income</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,847</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">12,464</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">15,913</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,456</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Equity in earnings of subsidiaries</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">139,429</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">180,487</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">214,012</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">33,038</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Net income</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">95,643</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">161,760</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">210,086</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">32,432</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; padding-left: 10pt; text-indent: -10pt">Other comprehensive (loss) income, net of tax: </td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: right"></td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left"></td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: right"></td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: right"></td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: right"></td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; padding-left: 10pt; text-indent: -10pt">Foreign currency translation adjustments</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(6,982</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,008</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,153</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">949</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; padding-left: 10pt; text-indent: -10pt">Share of other comprehensive income of affiliates, net of tax</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">37,567</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">5,799</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Comprehensive income attributable to the Company's shareholders</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">88,661</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">167,768</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">253,806</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">39,180</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> </table> 50633000 31191000 19839000 3062000 6847000 12464000 15913000 2456000 139429000 180487000 214012000 33038000 95643000 161760000 210086000 32432000 -6982000 6008000 6153000 949000 37567000 5799000 88661000 167768000 253806000 39180000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Share Capital</td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="3">&nbsp;</td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Treasury Stock</td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt">Accumulated</td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="3">&nbsp;</td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="3">&nbsp;</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center; padding-bottom: 1pt"></td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Number of <br /> Share</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Amounts</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Additional <br />Paid-in <br /> Capital</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Number of <br />Share</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Amounts</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Retained <br />Earnings</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Other <br />Comprehensive Income</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Subscription Receivables</td> <td style="padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Total</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; text-align: center"></td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td>&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td nowrap="nowrap" style="font-size: 10pt; font-weight: bold">Balance as of January 1, 2013</td> <td style="width: 1%; font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; font-weight: bold; text-align: right">998,861,526</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; font-weight: bold; text-align: right">7,624</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; font-weight: bold; text-align: right">2,284,906</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; font-weight: bold; text-align: right">705,982</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; font-weight: bold; text-align: right">(104,132</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="width: 1%; font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; font-weight: bold; text-align: right">2,894,380</td> <td style="width: 1%; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Net income</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">95,643</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">95,643</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Foreign currency translation</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(6,982</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(6,982</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Share-based compensation</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">44,904</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">44,904</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Other</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">152</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">152</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td nowrap="nowrap" style="font-size: 10pt; font-weight: bold">Balance as of December 31, 2013</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">998,861,526</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">7,624</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">2,329,962</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">801,625</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">(111,114</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">3,028,097</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Net income</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">161,760</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">161,760</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Issue new shares to employees</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">150,000,000</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">928</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">256,563</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(257,491</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Foreign currency translation</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,008</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,008</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt">Exercise of share options</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,704,380</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">11</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,172</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,183</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Share-based compensation</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">23,598</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">23,598</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 1pt">Other</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(11,894</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(11,894</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold">Balance as of December 31, 2014</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">1,150,565,906</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">8,563</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">2,601,401</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">963,385</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">(105,106</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">(257,491</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">3,210,752</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Net income</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">210,086</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">210,086</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Foreign currency translation</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">17,491</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(11,338</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,153</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Repurchase of ordinary shares</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(2,261,100</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(6,276</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(6,276</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt">Exercise of share options</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">4,493,620</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">29</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(4,787</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,261,100</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">6,276</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,518</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Share-based compensation</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">17,653</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">17,653</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt; text-indent: -10pt; padding-left: 10pt">Acquisition of additional interest in a subsidiary</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(160,023</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(160,023</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt; text-indent: -10pt; padding-left: 10pt">Share of other comprehensive income in affiliates</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">37,567</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">37,567</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">Balance as of December 31, 2015</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">1,155,059,526</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">8,592</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">2,454,244</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">1,173,471</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">(50,048</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">(268,829</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">3,317,430</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td nowrap="nowrap" style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">Balance as of December 31, 2015 in US$&nbsp;&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; font-weight: bold; text-align: right"></td> <td style="padding-bottom: 2.25pt; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">1,326</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">378,870</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="padding-bottom: 2.25pt; font-size: 10pt; font-weight: bold; text-align: right"></td> <td style="padding-bottom: 2.25pt; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left"></td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">181,153</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left"></td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">(7,726</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">(41,500</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">512,123</td> <td style="border-bottom: Black 2.25pt double; text-align: left">&nbsp;</td> </tr> </table> 998861526 7624000 2284906000 705982000 -104132000 2894380000 95643000 95643000 -6982000 44904000 44904000 152000 152000 998861526 7624000 2329962000 801625000 -111114000 3028097000 161760000 161760000 150000000 928000 256563000 -257491000 6008000 1704380 11000 3172000 3183000 23598000 23598000 -11894000 -11894000 1150565906 8563000 2601401000 963385000 -105106000 -257491000 3210752000 210086000 210086000 17491000 -11338000 2261100 6276000 6276000 4493620 29000 -4787000 2261100 6276000 1518000 17653000 17653000 -160023000 -160023000 37567000 1155059526 8592000 2454244000 1173471000 -50048000 -268829000 3317430000 1326000 378870000 181153000 -7726000 -41500000 512123000 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="15" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year Ended December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2013</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2014</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2015</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">RMB</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center">US$</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left">OPERATING ACTIVITIES</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 48%; font-size: 10pt; font-weight: bold; text-align: left">Net income </td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">95,643</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">161,760</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">210,086</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 1%; font-size: 10pt">&nbsp;</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> <td style="width: 10%; font-size: 10pt; text-align: right">32,432</td> <td style="width: 1%; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-left: 10pt; text-indent: -10pt">Adjustments to reconcile net income to net cash generated from (used in) operating activities:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Equity in earnings of subsidiaries</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(139,016</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(180,487</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(214,012</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(33,038</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Compensation expenses associated with stock options</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">44,904</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">23,598</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">17,653</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">2,725</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Changes in operating assets and liabilities:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Other receivables</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,212</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">39,810</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(213,510</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(32,959</td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Other payables</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(582</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(42,379</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">1,879</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">291</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 1pt">Net cash generated from (used in) operating activities</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">2,161</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">2,302</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">(197,904</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">(30,549</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Cash flows from investing activities</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">(Increase) decrease in investment in subsidiaries</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(34,102</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">29,853</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">55,363</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">8,546</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Advances from (to) subsidiaries</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">37,337</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">(43,110</td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">136,788</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">21,116</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Disposal of subsidiaries</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(1,532</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 1pt">Net cash generated from (used in) investing activities</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">1,703</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">(13,257</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">192,151</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">29,662</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Cash flows from financing activities:</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Proceeds on exercise of stock options</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">&#x2014;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">3,183</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">1,518</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt">&nbsp;</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; text-align: right">234</td> <td style="font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt">Repurchase ordinary shares</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(6,276</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(969</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 1pt">Net cash generated from (used in) financing activities</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">&#x2014;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">3,183</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">(4,758</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: right">(735</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; font-weight: bold; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Net increase (decrease) in cash and cash equivalents</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">3,864</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">(7,772</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">(10,511</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">)</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">(1,622</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left">Cash and cash equivalents at beginning of year</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">14,589</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">11,471</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">9,707</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; text-align: right">1,499</td> <td style="font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Effect of exchange rate changes on cash and cash equivalents</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">(6,982</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">6,008</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">6,153</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="font-size: 10pt; padding-bottom: 1pt">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right">949</td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">&nbsp;</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Cash and cash equivalents at end of year</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">11,471</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">9,707</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">5,349</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.25pt">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: right">826</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; font-weight: bold; text-align: left">&nbsp;</td> </tr> </table> 44904000 23598000 17653000 2725000 -1212000 -39810000 213510000 32959000 -582000 -42379000 1879000 291000 2161000 2302000 -197904000 -30549000 34102000 -29853000 -55363000 -8546000 -37337000 43110000 -136788000 -21116000 1532000 1703000 -13257000 192151000 29662000 3183000 1518000 234000 969000 3183000 -4758000 -735000 3864000 -7772000 -10511000 -1622000 14589000 11471000 1499000 -6982000 6008000 6153000 949000 EX-101.SCH 13 cisg-20151231.xsd XBRL SCHEMA FILE 001 - Statement - Consolidated Balance Sheets link:presentationLink link:definitionLink link:calculationLink 002 - Statement - Consolidated Balance Sheets (Parentheticals) link:presentationLink link:definitionLink link:calculationLink 003 - Statement - Consolidated Statements of Income and Comprehensive Income (Loss) link:presentationLink link:definitionLink link:calculationLink 003 - Statement - Consolidated Statements of Income and Comprehensive Income (Loss) Alternate 0 link:presentationLink link:definitionLink link:calculationLink 004 - Statement - Consolidated Statements of Income and Comprehensive Income (Loss) (Parentheticals) link:presentationLink link:definitionLink link:calculationLink 005 - Statement - Consolidated Statements of Shareholder’s Equity link:presentationLink link:definitionLink link:calculationLink 006 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:definitionLink link:calculationLink 007 - Statement - Consolidated Statements of Cash Flows (Parentheticals) link:presentationLink link:definitionLink link:calculationLink 008 - Disclosure - Note 1 - Organization and Description of Business link:presentationLink link:definitionLink link:calculationLink 009 - Disclosure - Note 2 - Summary of Significant Accounting Policies link:presentationLink link:definitionLink link:calculationLink 010 - Disclosure - Note 3 - Acquisitions and Reorganisation link:presentationLink link:definitionLink link:calculationLink 011 - Disclosure - Note 4 - Other Receivables link:presentationLink link:definitionLink link:calculationLink 012 - Disclosure - Note 5 - Property, Plant and Equipment link:presentationLink link:definitionLink link:calculationLink 013 - Disclosure - Note 6 - Goodwill link:presentationLink link:definitionLink link:calculationLink 014 - Disclosure - Note 7 - Investment in Affiliates link:presentationLink link:definitionLink link:calculationLink 015 - Disclosure - Note 8 - Variable Interest Entities link:presentationLink link:definitionLink link:calculationLink 016 - Disclosure - Note 9 - Other Payables and Accrued Expenses link:presentationLink link:definitionLink link:calculationLink 017 - Disclosure - Note 10 - Employee Benefit Plans link:presentationLink link:definitionLink link:calculationLink 018 - Disclosure - Note 11 - Income Taxes link:presentationLink link:definitionLink link:calculationLink 019 - Disclosure - Note 12 - Capital Structure link:presentationLink link:definitionLink link:calculationLink 020 - Disclosure - Note 13 - Net Income Per Share link:presentationLink link:definitionLink link:calculationLink 021 - Disclosure - Note 14 - Distribution of Profits link:presentationLink link:definitionLink link:calculationLink 022 - Disclosure - Note 15 - Related Party Balances and Transactions link:presentationLink link:definitionLink link:calculationLink 023 - Disclosure - Note 16 - Commitments and Contingencies link:presentationLink link:definitionLink link:calculationLink 024 - Disclosure - Note 17 - Concentrations of Credit Risk link:presentationLink link:definitionLink link:calculationLink 025 - Disclosure - Note 18 - Non-Cash Transactions link:presentationLink link:definitionLink link:calculationLink 026 - Disclosure - Note 19 - Share-based Compensation link:presentationLink link:definitionLink link:calculationLink 027 - Disclosure - Note 20 - Restricted Net Assets link:presentationLink link:definitionLink link:calculationLink 028 - Disclosure - Note 21 - Segment Reporting link:presentationLink link:definitionLink link:calculationLink 029 - Disclosure - Note 22 - Subsequent Event link:presentationLink link:definitionLink link:calculationLink 030 - Disclosure - Schedule 1 - Condensed Financial Statements of the Company link:presentationLink link:definitionLink link:calculationLink 031 - Disclosure - Accounting Policies, by Policy (Policies) link:presentationLink link:definitionLink link:calculationLink 032 - Disclosure - Note 2 - Summary of Significant Accounting Policies (Tables) link:presentationLink link:definitionLink link:calculationLink 033 - Disclosure - Note 3 - Acquisitions and Reorganisation (Tables) link:presentationLink link:definitionLink link:calculationLink 034 - Disclosure - Note 4 - Other Receivables (Tables) link:presentationLink link:definitionLink link:calculationLink 035 - Disclosure - Note 5 - Property, Plant and Equipment (Tables) link:presentationLink link:definitionLink link:calculationLink 036 - Disclosure - Note 6 - Goodwill (Tables) link:presentationLink link:definitionLink link:calculationLink 037 - Disclosure - Note 7 - Investment in Affiliates (Tables) link:presentationLink link:definitionLink link:calculationLink 038 - Disclosure - Note 8 - Variable Interest Entities (Tables) link:presentationLink link:definitionLink link:calculationLink 039 - Disclosure - Note 9 - Other Payables and Accrued Expenses (Tables) link:presentationLink link:definitionLink link:calculationLink 040 - Disclosure - Note 11 - Income Taxes (Tables) link:presentationLink link:definitionLink link:calculationLink 041 - Disclosure - Note 13 - Net Income Per Share (Tables) link:presentationLink link:definitionLink link:calculationLink 042 - Disclosure - Note 15 - Related Party Balances and Transactions (Tables) link:presentationLink link:definitionLink link:calculationLink 043 - Disclosure - Note 16 - Commitments and Contingencies (Tables) link:presentationLink link:definitionLink link:calculationLink 044 - Disclosure - Note 17 - Concentrations of Credit Risk (Tables) link:presentationLink link:definitionLink link:calculationLink 045 - Disclosure - Note 18 - Non-Cash Transactions (Tables) link:presentationLink link:definitionLink link:calculationLink 046 - Disclosure - Note 19 - Share-based Compensation (Tables) link:presentationLink link:definitionLink link:calculationLink 047 - Disclosure - Note 21 - Segment Reporting (Tables) link:presentationLink link:definitionLink link:calculationLink 048 - Disclosure - Schedule 1 - Condensed Financial Statements of the Company (Tables) link:presentationLink link:definitionLink link:calculationLink 049 - Disclosure - Note 2 - Summary of Significant Accounting Policies (Details) link:presentationLink link:definitionLink link:calculationLink 050 - Disclosure - Note 2 - Summary of Significant Accounting Policies (Details) - Accounts Receivable, Net link:presentationLink link:definitionLink link:calculationLink 051 - Disclosure - Note 2 - Summary of Significant Accounting Policies (Details) - Movement of the Group’s Allowance for Doubtful Accounts link:presentationLink link:definitionLink link:calculationLink 052 - Disclosure - Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives link:presentationLink link:definitionLink link:calculationLink 053 - Disclosure - Note 2 - Summary of Significant Accounting Policies (Details) - Depreciation link:presentationLink link:definitionLink link:calculationLink 054 - Disclosure - Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net link:presentationLink link:definitionLink link:calculationLink 055 - Disclosure - Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value Measurement on a Recurring Basis link:presentationLink link:definitionLink link:calculationLink 056 - Disclosure - Note 3 - Acquisitions and Reorganisation (Details) link:presentationLink link:definitionLink link:calculationLink 057 - Disclosure - Note 3 - Acquisitions and Reorganisation (Details) - Changes in Group's Equity as a Result of Acquisition link:presentationLink link:definitionLink link:calculationLink 058 - Disclosure - Note 3 - Acquisitions and Reorganisation (Details) - Purchase Price Allocation link:presentationLink link:definitionLink link:calculationLink 059 - Disclosure - Note 3 - Acquisitions and Reorganisation (Details) - Acquired Intangible Assets link:presentationLink link:definitionLink link:calculationLink 060 - Disclosure - Note 3 - Acquisitions and Reorganisation (Details) - Unaudited Pro Forma Information link:presentationLink link:definitionLink link:calculationLink 061 - Disclosure - Note 4 - Other Receivables (Details) link:presentationLink link:definitionLink link:calculationLink 062 - Disclosure - Note 4 - Other Receivables (Details) - Other Receivables, Net link:presentationLink link:definitionLink link:calculationLink 063 - Disclosure - Note 5 - Property, Plant and Equipment (Details) link:presentationLink link:definitionLink link:calculationLink 064 - Disclosure - Note 5 - Property, Plant and Equipment (Details) - Property, Plant and Equipment, Net link:presentationLink link:definitionLink link:calculationLink 065 - Disclosure - Note 6 - Goodwill (Details) link:presentationLink link:definitionLink link:calculationLink 066 - Disclosure - Note 6 - Goodwill (Details) - Goodwill Activity link:presentationLink link:definitionLink link:calculationLink 067 - Disclosure - Note 6 - Goodwill (Details) - Goodwill and Accumulated Impairment Losses link:presentationLink link:definitionLink link:calculationLink 068 - Disclosure - Note 7 - Investment in Affiliates (Details) link:presentationLink link:definitionLink link:calculationLink 069 - Disclosure - Note 7 - Investment in Affiliates (Details) - Investment in Affiliates link:presentationLink link:definitionLink link:calculationLink 070 - Disclosure - Note 7 - Investment in Affiliates (Details) - Financial Information of Equity Method Investees - Balance Sheets link:presentationLink link:definitionLink link:calculationLink 071 - Disclosure - Note 7 - Investment in Affiliates (Details) - Financial Information of Equity Method Investees - Income Statements link:presentationLink link:definitionLink link:calculationLink 072 - Disclosure - Note 8 - Variable Interest Entities (Details) link:presentationLink link:definitionLink link:calculationLink 073 - Disclosure - Note 8 - Variable Interest Entities (Details) - Financial Information of the Company’s VIEs - Balance Sheets link:presentationLink link:definitionLink link:calculationLink 074 - Disclosure - Note 8 - Variable Interest Entities (Details) - Financial Information of the Company’s VIEs - Income Statements link:presentationLink link:definitionLink link:calculationLink 075 - Disclosure - Note 9 - Other Payables and Accrued Expenses (Details) link:presentationLink link:definitionLink link:calculationLink 076 - Disclosure - Note 9 - Other Payables and Accrued Expenses (Details) - Other Payables and Accrued Expenses link:presentationLink link:definitionLink link:calculationLink 077 - Disclosure - Note 10 - Employee Benefit Plans (Details) link:presentationLink link:definitionLink link:calculationLink 078 - Disclosure - Note 11 - Income Taxes (Details) link:presentationLink link:definitionLink link:calculationLink 079 - Disclosure - Note 11 - Income Taxes (Details) - Unrecognized Tax Benefits link:presentationLink link:definitionLink link:calculationLink 080 - Disclosure - Note 11 - Income Taxes (Details) - Income Tax Expenses link:presentationLink link:definitionLink link:calculationLink 081 - Disclosure - Note 11 - Income Taxes (Details) - Deferred Income Tax Assets and Liabilities link:presentationLink link:definitionLink link:calculationLink 082 - Disclosure - Note 11 - Income Taxes (Details) - Reconciliation of Income Taxes link:presentationLink link:definitionLink link:calculationLink 083 - Disclosure - Note 12 - Capital Structure (Details) link:presentationLink link:definitionLink link:calculationLink 084 - Disclosure - Note 13 - Net Income Per Share (Details) link:presentationLink link:definitionLink link:calculationLink 085 - Disclosure - Note 13 - Net Income Per Share (Details) - Net Income (Loss) per Share link:presentationLink link:definitionLink link:calculationLink 086 - Disclosure - Note 14 - Distribution of Profits (Details) link:presentationLink link:definitionLink link:calculationLink 087 - Disclosure - Note 15 - Related Party Balances and Transactions (Details) link:presentationLink link:definitionLink link:calculationLink 088 - Disclosure - Note 15 - Related Party Balances and Transactions (Details) - Due from and Due to Related Parties link:presentationLink link:definitionLink link:calculationLink 089 - Disclosure - Note 16 - Commitments and Contingencies (Details) link:presentationLink link:definitionLink link:calculationLink 090 - Disclosure - Note 16 - Commitments and Contingencies (Details) - Future Minimum Lease Payments under Non-cancelable Operating Leases link:presentationLink link:definitionLink link:calculationLink 091 - Disclosure - Note 17 - Concentrations of Credit Risk (Details) - Concentration Risk - Net Revenues link:presentationLink link:definitionLink link:calculationLink 092 - Disclosure - Note 17 - Concentrations of Credit Risk (Details) - Concentration Risk - Accounts Receivable link:presentationLink link:definitionLink link:calculationLink 093 - Disclosure - Note 18 - Non-Cash Transactions (Details) - Non-Cash Investing Activities link:presentationLink link:definitionLink link:calculationLink 094 - Disclosure - Note 19 - Share-based Compensation (Details) link:presentationLink link:definitionLink link:calculationLink 095 - Disclosure - Note 19 - Share-based Compensation (Details) - 2012 Option G -Fair Value Assumptions link:presentationLink link:definitionLink link:calculationLink 096 - Disclosure - Note 19 - Share-based Compensation (Details) - 2012 Inscom Options H - Fair Value Assumptions link:presentationLink link:definitionLink link:calculationLink 097 - Disclosure - Note 19 - Share-based Compensation (Details) - 2009 Options - Fair Value Assumptions link:presentationLink link:definitionLink link:calculationLink 098 - Disclosure - Note 19 - Share-based Compensation (Details) - 2008 Options - Fair Value Assumptions link:presentationLink link:definitionLink link:calculationLink 099 - Disclosure - Note 19 - Share-based Compensation (Details) - Stock Option Activity link:presentationLink link:definitionLink link:calculationLink 100 - Disclosure - Note 19 - Share-based Compensation (Details) - Information about Share Option Plans link:presentationLink link:definitionLink link:calculationLink 101 - Disclosure - Note 19 - Share-based Compensation (Details) - Stock Options Outstanding link:presentationLink link:definitionLink link:calculationLink 102 - Disclosure - Note 20 - Restricted Net Assets (Details) link:presentationLink link:definitionLink link:calculationLink 103 - Disclosure - Note 21 - Segment Reporting (Details) link:presentationLink link:definitionLink link:calculationLink 104 - Disclosure - Note 21 - Segment Reporting (Details) - Group’s Operations by Business Segment link:presentationLink link:definitionLink link:calculationLink 105 - Disclosure - Note 21 - Segment Reporting (Details) - Segment Assets link:presentationLink link:definitionLink link:calculationLink 106 - Disclosure - Note 22 - Subsequent Event (Details) link:presentationLink link:definitionLink link:calculationLink 107 - Disclosure - Schedule 1 - Condensed Financial Statements of the Company (Details) link:presentationLink link:definitionLink link:calculationLink 108 - Disclosure - Schedule 1 - Condensed Financial Statements of the Company (Details) - Condensed Balance Sheet link:presentationLink link:definitionLink link:calculationLink 109 - Disclosure - Schedule 1 - Condensed Financial Statements of the Company (Details) - Condensed Balance Sheet (Parentheticals) link:presentationLink link:definitionLink link:calculationLink 110 - Disclosure - Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Income and Comprehensive Income link:presentationLink link:definitionLink link:calculationLink 111 - Disclosure - Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Shareholders’ Equity link:presentationLink link:definitionLink link:calculationLink 112 - Disclosure - Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Cash Flows link:presentationLink link:definitionLink link:calculationLink 000 - Disclosure - Document And Entity Information link:presentationLink link:definitionLink link:calculationLink EX-101.CAL 14 cisg-20151231_cal.xml XBRL CALCULATION FILE EX-101.DEF 15 cisg-20151231_def.xml XBRL DEFINITION FILE EX-101.LAB 16 cisg-20151231_lab.xml XBRL LABEL FILE EX-101.PRE 17 cisg-20151231_pre.xml XBRL PRESENTATION FILE XML 18 R1.htm IDEA: XBRL DOCUMENT v3.3.1.900
Document And Entity Information
12 Months Ended
Dec. 31, 2015
shares
Document and Entity Information [Abstract]  
Entity Registrant Name CNINSURE INC.
Trading Symbol cisg
Document Type 20-F
Current Fiscal Year End Date --12-31
Entity Common Stock, Shares Outstanding 1,155,059,526
Amendment Flag false
Entity Central Index Key 0001413855
Entity Current Reporting Status Yes
Entity Voluntary Filers No
Entity Filer Category Accelerated Filer
Entity Well-known Seasoned Issuer No
Document Period End Date Dec. 31, 2015
Document Fiscal Year Focus 2015
Document Fiscal Period Focus FY

XML 19 R2.htm IDEA: XBRL DOCUMENT v3.3.1.900
Consolidated Balance Sheets
¥ in Thousands, $ in Thousands
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Current assets:      
Cash and cash equivalents ¥ 1,115,266 $ 172,167 ¥ 2,103,068
Restricted cash 17,585 2,715 7,478
Short term investments 2,026,256 312,800 688,900
Accounts receivable, net of allowance for doubtful accounts of RMB16,587 and RMB13,246 (US$2,045) as of December 31, 2014 and 2015, respectively (Note 2(e)) 241,264 37,245 186,150
Insurance premium receivables 1,526 236 472
Other receivables (Note 4) 51,828 8,001 88,149
Amounts due from related parties (Note 15) 36,508 5,636 209,601
Other current assets 22,828 3,524 17,908
Total current assets 3,513,061 542,324 3,301,726
Non-current assets:      
Property, plant, and equipment, net (Note 5) 34,145 5,271 47,171
Goodwill, net (Note 6) 133,474 20,605 133,474
Intangible assets, net (Note 2(g)) 19,708 3,042 31,598
Deferred tax assets (Note 11) 1,658 256 2,638
Investment in affiliates (Note 7) 284,194 43,872 219,703
Other non-current assets 28,188 4,351 12,176
Total non-current assets 501,367 77,397 446,760
Total assets 4,014,428 619,721 3,748,486
Current liabilities:      
Accounts payable (including accounts payable of the consolidated variable interest entities ("VIEs") without recourse to CNinsure Inc. of RMB4,453 and RMB4,141 (US$639) as of December 31, 2014 and 2015, respectively) 160,891 24,837 128,765
Insurance premium payables (including insurance premium payables of the consolidated VIEs without recourse to CNinsure Inc. of RMB268 and RMB1,680 (US$259) as of December 31, 2014 and 2015, respectively) 5,187 801 2,942
Other payables and accrued expenses (including other payables and accrued expenses of the consolidated VIEs without recourse to CNinsure Inc. of RMB7,099 and RMB5,720 (US$883) as of December 31, 2014 and 2015, respectively) (Note 9) 213,562 32,968 109,412
Accrued payroll (including accrued payroll of the consolidated VIEs without recourse to CNinsure Inc. of RMB1,083 and RMB1,625 (US$251) as of December 31, 2014 and 2015, respectively ) 48,150 7,433 40,096
Income taxes payable (including income taxes payable of the consolidated VIEs without recourse to CNinsure Inc. of RMB2,571 and RMB1,152 (US$178) as of December 31, 2014 and 2015, respectively) 60,658 9,364 54,225
Total current liabilities 488,448 75,403 335,440
Non-current liabilities:      
Other tax liabilities (Note 11) 70,354 10,861 53,855
Deferred tax liabilities (Note 11) 22,057 3,405 24,931
Total non-current liabilities 92,411 14,266 78,786
Total liabilities ¥ 580,859 $ 89,669 ¥ 414,226
Commitments and contingencies (Note 16)
Ordinary shares (Authorized shares:10,000,000,000 at US$0.001 each; issued and outstanding shares: 1,150,565,906 and 1,155,059,526 as of December 31, 2014 and 2015, respectively) (Note 12) ¥ 8,592 $ 1,326 ¥ 8,563
Additional paid-in capital 2,454,244 378,870 2,601,401
Statutory reserves 302,115 46,639 198,422
Retained earnings 871,356 134,514 764,963
Accumulated other comprehensive loss (50,048) (7,726) (105,106)
Subscription receivables (Note 2(m)) (268,829) (41,500) (257,491)
Total shareholders’ equity 3,317,430 512,123 3,210,752
Noncontrolling interests 116,139 17,929 123,508
Total equity 3,433,569 530,052 3,334,260
Total liabilities and equity 4,014,428 619,721 3,748,486
Variable Interest Entities Without Recourse [Member]      
Current liabilities:      
Accounts payable (including accounts payable of the consolidated variable interest entities ("VIEs") without recourse to CNinsure Inc. of RMB4,453 and RMB4,141 (US$639) as of December 31, 2014 and 2015, respectively) 4,141 639 4,453
Insurance premium payables (including insurance premium payables of the consolidated VIEs without recourse to CNinsure Inc. of RMB268 and RMB1,680 (US$259) as of December 31, 2014 and 2015, respectively) 1,680 259 268
Other payables and accrued expenses (including other payables and accrued expenses of the consolidated VIEs without recourse to CNinsure Inc. of RMB7,099 and RMB5,720 (US$883) as of December 31, 2014 and 2015, respectively) (Note 9) 5,720 883 7,099
Accrued payroll (including accrued payroll of the consolidated VIEs without recourse to CNinsure Inc. of RMB1,083 and RMB1,625 (US$251) as of December 31, 2014 and 2015, respectively ) 1,625 251 1,083
Income taxes payable (including income taxes payable of the consolidated VIEs without recourse to CNinsure Inc. of RMB2,571 and RMB1,152 (US$178) as of December 31, 2014 and 2015, respectively) ¥ 1,152 $ 178 ¥ 2,571
XML 20 R3.htm IDEA: XBRL DOCUMENT v3.3.1.900
Consolidated Balance Sheets (Parentheticals)
¥ in Thousands, $ in Thousands
Dec. 31, 2015
CNY (¥)
¥ / shares
shares
Dec. 31, 2015
USD ($)
$ / shares
shares
Dec. 31, 2014
CNY (¥)
¥ / shares
shares
Allowance for doubtful accounts ¥ 13,246 $ 2,045 ¥ 16,587
Accounts payable 160,891 24,837 128,765
Insurance premium payables 5,187 801 2,942
Other payables and accrued expenses 213,562 32,968 109,412
Accrued payroll 48,150 7,433 40,096
Income taxes payable ¥ 60,658 $ 9,364 ¥ 54,225
Authorized shares (in Shares) 10,000,000,000 10,000,000,000 10,000,000,000
Par value (in Dollars per share and Yuan Renminbi per share) | (per share) ¥ 0.001 $ 0.001 ¥ 0.001
Shares issued (in Shares) 1,155,059,526 1,155,059,526 1,150,565,906
Shares outstanding (in Shares) 1,155,059,526 1,155,059,526 1,150,565,906
Variable Interest Entities Without Recourse [Member]      
Accounts payable ¥ 4,141 $ 639 ¥ 4,453
Insurance premium payables 1,680 259 268
Other payables and accrued expenses 5,720 883 7,099
Accrued payroll 1,625 251 1,083
Income taxes payable ¥ 1,152 $ 178 ¥ 2,571
XML 21 R4.htm IDEA: XBRL DOCUMENT v3.3.1.900
Consolidated Statements of Income and Comprehensive Income (Loss)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
¥ / shares
shares
Dec. 31, 2015
USD ($)
$ / shares
shares
Dec. 31, 2014
CNY (¥)
¥ / shares
shares
Dec. 31, 2013
CNY (¥)
¥ / shares
shares
Net revenues:        
Revenues ¥ 2,828,308 $ 436,616 ¥ 2,150,011 ¥ 1,757,024
Operating costs and expenses:        
Operating costs and expenses (2,150,506) (331,981) (1,615,157) (1,293,372)
Selling expenses (143,279) (22,118) (107,263) (96,461)
General and administrative expenses* [1] (456,001) (70,394) (396,692) (349,205)
Total operating costs and expenses (2,749,786) (424,493) (2,119,112) (1,739,038)
Income from operations 78,522 12,123 30,899 17,986
Other income, net:        
Investment income 65,624 10,131 44,240 8,886
Interest income 57,234 8,835 82,251 84,250
Other, net 13,042 2,013 2,330 (4,601)
Income from operations before income taxes and income of affiliates 214,422 33,102 159,720 106,521
Income tax expense (25,865) (3,993) (24,289) (27,158)
Share of income of affiliates 26,924 4,156 30,649 20,621
Net income 215,481 33,265 166,080 99,984
Less: Net income attributable to the noncontrolling interests 5,395 833 4,320 4,341
Net income attributable to the Company's shareholders ¥ 210,086 $ 32,432 ¥ 161,760 ¥ 95,643
Net income per share:        
Basic (in Dollars per share and Yuan Renminbi per share) | (per share) ¥ 0.18 $ 0.03 ¥ 0.16 ¥ 0.10
Diluted (in Dollars per share and Yuan Renminbi per share) | (per share) ¥ 0.17 $ 0.03 ¥ 0.16 ¥ 0.10
Net income per American Depositary Shares ("ADS"):        
Basic (in Shares) | shares 1,151,705,374 1,151,705,374 1,005,842,212 998,861,526
Diluted (in Shares) | shares 1,203,323,521 1,203,323,521 1,012,591,387 1,000,570,018
Net income ¥ 215,481 $ 33,265 ¥ 166,080 ¥ 99,984
Other comprehensive (loss) income, net of tax:        
Foreign currency translation adjustments 6,153 949 6,008 (6,982)
Share of other comprehensive income of affiliates, net of tax 37,567 5,799    
Comprehensive income 259,201 40,013 172,088 93,002
Less: Comprehensive income attributable to the noncontrolling interests 5,395 833 4,320 4,341
Comprehensive income attributable to the CNinsure Inc’s shareholders 253,806 39,180 167,768 88,661
Agency [Member]        
Net revenues:        
Revenues 2,155,264 332,716 1,624,410 1,418,512
Operating costs and expenses:        
Operating costs and expenses (1,675,261) (258,616) (1,261,888) (1,094,843)
Income from operations 185,935 28,704 137,539 113,206
Brokerage [Member]        
Net revenues:        
Revenues 369,198 56,994 232,620 63,418
Operating costs and expenses:        
Operating costs and expenses (293,875) (45,366) (185,593) (47,351)
Income from operations 50,074 7,730 35,603 9,699
Claims Adjusting Segment [Member]        
Net revenues:        
Revenues 303,846 46,906 292,981 261,206
Operating costs and expenses:        
Operating costs and expenses (181,370) (27,999) (167,676) (142,245)
Income from operations 11,233 1,735 17,442 27,077
Other Segments [Member]        
Net revenues:        
Revenues | ¥       13,888
Operating costs and expenses:        
Operating costs and expenses | ¥       (8,933)
Income from operations ¥ (168,720) $ (26,046) ¥ (159,685) ¥ (131,996)
American Depositary Shares [Member]        
Net income per share:        
Basic (in Dollars per share and Yuan Renminbi per share) | (per share) ¥ 3.65 $ 0.56 ¥ 3.22 ¥ 1.92
Diluted (in Dollars per share and Yuan Renminbi per share) | (per share) ¥ 3.49 $ 0.54 ¥ 3.19 ¥ 1.91
[1] Including share-based compensation expenses of RMB45,317, RMB23,598 and RMB17,653 (US$2,725), for the years ended December 31, 2013, 2014 and 2015,respectively.
XML 22 R5.htm IDEA: XBRL DOCUMENT v3.3.1.900
Consolidated Statements of Income and Comprehensive Income (Loss) (Parentheticals)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2013
CNY (¥)
Share-based compensation expenses ¥ 17,653 $ 2,725 ¥ 23,598 ¥ 45,317
XML 23 R6.htm IDEA: XBRL DOCUMENT v3.3.1.900
Consolidated Statements of Shareholder’s Equity
¥ in Thousands, $ in Thousands
Common Stock [Member]
CNY (¥)
shares
Common Stock [Member]
USD ($)
shares
Additional Paid-in Capital [Member]
CNY (¥)
Additional Paid-in Capital [Member]
USD ($)
Retained Earnings, Appropriated [Member]
CNY (¥)
Retained Earnings, Appropriated [Member]
USD ($)
Retained Earnings [Member]
CNY (¥)
Retained Earnings [Member]
USD ($)
AOCI Attributable to Parent [Member]
CNY (¥)
AOCI Attributable to Parent [Member]
USD ($)
Subscription Receivables [Member]
CNY (¥)
Subscription Receivables [Member]
USD ($)
Noncontrolling Interest [Member]
CNY (¥)
Noncontrolling Interest [Member]
USD ($)
Treasury Stock [Member]
CNY (¥)
shares
CNY (¥)
shares
USD ($)
shares
Balance as of December 31, 2015 in US$ (in Dollars) ¥ 7,624   ¥ 2,284,906   ¥ 178,440   ¥ 527,542   ¥ (104,132)       ¥ 113,527     ¥ 3,007,907  
Balance at Dec. 31, 2012 ¥ 7,624   2,284,906   178,440   527,542   (104,132)       113,527     3,007,907  
Balance (in Shares) at Dec. 31, 2012 | shares 998,861,526 998,861,526                              
Balance as of December 31, 2015 in US$ (in Dollars) ¥ 7,624   2,284,906   178,440   527,542   (104,132)       113,527     3,007,907  
Net income             95,643           4,341     99,984  
Foreign currency translation                 (6,982)             (6,982)  
Share-based compensation     45,317                         45,317  
Provision for statutory reserves         4,300   (4,300)                    
Capital injection by noncontrolling interest                         3,350     3,350  
Disposal of subsidiaries     (261)                   (2,553)     (2,814)  
Balance at Dec. 31, 2013 ¥ 7,624   2,329,962   182,740   618,885   (111,114)       118,665     3,146,762  
Balance (in Shares) at Dec. 31, 2013 | shares 998,861,526 998,861,526                              
Balance as of December 31, 2015 in US$ (in Dollars) ¥ 7,624   2,329,962   182,740   618,885   (111,114)       118,665     3,146,762  
Balance as of December 31, 2015 in US$ (in Dollars) 7,624   2,329,962   182,740   618,885   (111,114)   ¥ (257,491)   118,665     3,334,260  
Net income             161,760           4,320     166,080  
Issue new shares to employees ¥ 928   256,563               (257,491)            
Issue new shares to employees (in Shares) | shares 150,000,000 150,000,000                              
Foreign currency translation                 6,008             6,008  
Exercise of share options ¥ 11   3,172                         ¥ 3,183  
Exercise of share options (in Shares) | shares 1,704,380 1,704,380                           1,704,380 1,704,380
Share-based compensation     23,598                         ¥ 23,598  
Provision for statutory reserves         15,682   (15,682)                    
Acquisition of additional shares in subsidiaries     (11,894)                   523     (11,371)  
Balance at Dec. 31, 2014 ¥ 8,563   2,601,401   198,422   764,963   (105,106)   (257,491)   123,508     ¥ 3,334,260  
Balance (in Shares) at Dec. 31, 2014 | shares 1,150,565,906 1,150,565,906                           1,150,565,906 1,150,565,906
Balance as of December 31, 2015 in US$ (in Dollars) ¥ 8,563   2,601,401   198,422   764,963   (105,106)   (257,491)   123,508     ¥ 3,334,260  
Balance as of December 31, 2015 in US$ (in Dollars) 8,563 $ 1,326 2,601,401 $ 378,870 198,422 $ 46,639 764,963 $ 134,514 (105,106) $ (7,726) (257,491) $ (41,500) 123,508 $ 17,929   3,334,260 $ 530,052
Net income             210,086           5,395     215,481 33,265
Foreign currency translation                 17,491   (11,338)         6,153 949
Repurchase of ordinary shares                             ¥ (6,276) (6,276) $ (969)
Repurchase of ordinary shares (in Shares) | shares                             (2,261,100)    
Exercise of share options ¥ 29   (4,787)                       ¥ 6,276 ¥ 1,518  
Exercise of share options (in Shares) | shares 4,493,620 4,493,620                         2,261,100 6,754,720 6,754,720
Share-based compensation     17,653                         ¥ 17,653  
Provision for statutory reserves         104,414   (104,414)                    
Acquisition of additional shares in subsidiaries     (160,023)                   (27,787)     (187,810)  
Capital injection by noncontrolling interest                         17,000     17,000  
Share of other comprehensive income of affiliates                 37,567             37,567 $ 5,799
Disposal of subsidiaries         (721)   721           473     473  
Dividends distributed to noncontrolling interest                         (2,450)     (2,450)  
Balance at Dec. 31, 2015 ¥ 8,592 $ 1,326 2,454,244 378,870 302,115 46,639 871,356 134,514 (50,048) (7,726) (268,829) (41,500) 116,139 17,929   ¥ 3,433,569 $ 530,052
Balance (in Shares) at Dec. 31, 2015 | shares 1,155,059,526 1,155,059,526                           1,155,059,526 1,155,059,526
Balance as of December 31, 2015 in US$ (in Dollars) ¥ 8,592 $ 1,326 ¥ 2,454,244 $ 378,870 ¥ 302,115 $ 46,639 ¥ 871,356 $ 134,514 ¥ (50,048) $ (7,726) ¥ (268,829) $ (41,500) ¥ 116,139 $ 17,929   ¥ 3,433,569 $ 530,052
XML 24 R7.htm IDEA: XBRL DOCUMENT v3.3.1.900
Consolidated Statements of Cash Flows
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2013
CNY (¥)
OPERATING ACTIVITIES        
Net income ¥ 215,481 $ 33,265 ¥ 166,080 ¥ 99,984
Adjustments to reconcile net income to net cash generated from operating activities:        
Depreciation 18,383 2,838 28,235 31,253
Amortization of acquired intangible assets 11,571 1,786 16,826 13,665
Allowance for doubtful receivables 7,597 1,173 6,060 5,303
Compensation expenses associated with stock options 17,653 2,725 23,598 45,317
Loss (gain) on disposal of property, plant and equipment (126) (20) 292 (17)
Investment income (31,092) (4,800) (15,419) (2,700)
Write down of dividend receivables       7,561
Share of income of affiliates (26,924) (4,156) (30,649) (20,621)
Deferred taxes (1,067) (165) (1,318) (3,404)
Changes in operating assets and liabilities:        
Accounts receivable (61,356) (9,472) 16,036 (12,496)
Insurance premium receivables (1,054) (163) (225) (47)
Other receivables 7,222 1,115 14,700 16,710
Amounts due from related parties (8,088) (1,249) (2,513) 4,500
Other current assets (4,920) (759) 2,900 (3,886)
Other non-current assets       1,400
Accounts payable 33,026 5,098 27,453 (5,643)
Insurance premium payables 2,244 347 (1,116) 1,124
Other payables and accrued expenses 71,506 11,039 3,911 7,215
Accrued payroll 9,143 1,412 638 (2,412)
Income taxes payable 6,433 993 (1,768) (9)
Other tax liabilities 15,672 2,419 7,928 3,148
Net cash generated from operating activities 281,304 43,426 261,649 185,945
Cash flows from investing activities:        
Purchase of short term investments (2,308,956) (356,441) (546,600) (283,900)
Proceeds from disposal of short term investments 994,839 153,577 118,208 32,291
Purchase of property, plant and equipment (6,663) (1,029) (6,209) (36,181)
Purchase of intangible asset     (118)  
Proceeds from disposal of property and equipment 539 83 614 249
Acquisition of subsidiaries, net of cash acquired of nil, RMB1,291 and nil in 2013, 2014 and 2015, respectively     (62,709)  
Disposal of subsidiaries, net of cash disposed of RMB2,656, nil and RMB4,544 (US$701) in 2013, 2014 and 2015, respectively 15,476 2,389   (1,532)
(Increase) decrease in restricted cash (10,107) (1,560) 3,622 (229)
(Increase) decrease in other receivables 16,120 2,489 113,632 (67,706)
Addition in investment in non-current assets (13,980) (2,158) (7,019)  
Return of investment in non-current assets     3,900  
(Increase) decrease in amounts due from related parties 181,181 27,969 (62,716) (62,300)
Net cash used in investing activities (1,131,551) (174,681) (445,395) (419,308)
Cash flows from financing activities:        
Acquisition of additional interests in subsidiaries (153,500) (23,696) (11,000)  
Capital injection by noncontrolling interests 17,000 2,624   3,350
Dividend distributed to noncontrolling interest (2,450) (378)    
Proceeds on exercise of stock options 1,518 234 3,183  
Repurchase of ordinary shares (6,276) (969)    
Net cash generated from (used in) financing activities (143,708) (22,185) (7,817) 3,350
Net decrease in cash and cash equivalents (993,955) (153,440) (191,563) (230,013)
Cash and cash equivalents at beginning of year 2,103,068 324,658 2,288,623 2,525,618
Effect of exchange rate changes on cash and cash equivalents 6,153 949 6,008 (6,982)
Cash and cash equivalents at end of year 1,115,266 172,167 2,103,068 2,288,623
Supplemental disclosure of cash flow information:        
Interest paid 0 0 0 0
Income taxes paid ¥ 4,383 $ 677 ¥ 19,135 ¥ 27,153
XML 25 R8.htm IDEA: XBRL DOCUMENT v3.3.1.900
Consolidated Statements of Cash Flows (Parentheticals)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2013
CNY (¥)
Acquisition of subsidiaries, cash acquired ¥ 0   ¥ 1,291 ¥ 0
Disposal of subsidiaries, cash disposed ¥ 4,544 $ 701 ¥ 0 ¥ 2,656
XML 26 R9.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 1 - Organization and Description of Business
12 Months Ended
Dec. 31, 2015
Disclosure Text Block [Abstract]  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]
(1) Organization and Description of Business

CNinsure Inc. (the "Company") was incorporated in the Cayman Islands on April 10, 2007. The Company, its subsidiaries and variable interest entities (the "VIEs") are collectively referred to as the "Group". The Group is principally engaged in the provision of insurance brokerage and agency services, and insurance claims adjusting services in the People’s Republic of China (the "PRC").


XML 27 R10.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 2 - Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
Significant Accounting Policies [Text Block]
(2) Summary of Significant Accounting Policies

(a) Basis of Presentation and Consolidation

The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). The consolidated financial statements include the financial statements of the Company, all its majority-owned subsidiaries and those VIEs of which the Company is the primary beneficiary, from the dates they were acquired or incorporated. All intercompany balances and transactions have been eliminated in consolidation. In addition, the Group consolidates VIEs of which it is deemed to be the primary beneficiary and absorbs all of the expected losses and residual returns of the entity.


(b) Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires management of the Group to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant accounting estimates reflected in the Group’s consolidated financial statements included the valuation of deferred tax assets, valuation of goodwill and intangible assets and liabilities of acquired businesses on acquisition day for impairment analysis, allowance for doubtful receivables, fair values of the subsidiaries being transferred within the Group at the dates of transactions, the valuation of non-controlling interests acquired from related parties at acquisition dates, valuation of transfer pricing and fair value of share based compensation. Actual results could differ from those estimates.


(c) Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of cash on hand, bank deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash, and have insignificant risk of changes in value related to changes in interest rates.


In its capacity as an insurance agent and broker, the Group collects premiums from certain insureds and remits the premiums to the appropriate insurance companies. Accordingly, as reported in the consolidated balance sheets, "premiums" are receivables from the insureds. Unremitted net insurance premiums are held in a fiduciary capacity until disbursed by the Group. The Group invests these unremitted funds only in cash accounts held for a short term, and reports such amounts as restricted cash in the consolidated balance sheets. Also included in the restricted cash represents guarantee deposits required by China Insurance Regulatory Commission ("CIRC") in order to protect insurance premium appropriation by insurance agency as well as entrustment deposit received from the members of eHuzhu, an online mutual aid platform operated by the Group in an escrow account of RMB4,536 and RMB12,398 as of December 31, 2014 and 2015, respectively.


(d) Short Term Investment

Short term investments are mainly available-for-sale investments in debt securities that do not have a quoted market price in an active market. They are measured at costs which approximate their fair values in the consolidated balance sheets. The Group benchmark the costs against fair values of comparable investments as of balance sheet date, and categorized all fair value measures of short term investments as level 2 of the fair value hierarchy. No impairment loss on short term investments was identified for each of the years ended December 31, 2013, 2014 and 2015.


(e) Accounts Receivable and Insurance Premium Receivables

Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable represent fees receivable on agency, brokerage and claims adjusting services primarily from insurance companies. Amounts collected on accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The allowance for doubtful accounts is the Group’s best estimate of the amount of probable credit losses in the Group’s existing accounts receivable. The Group determines the allowance based on historical write-off experience. The Group reviews its allowance for doubtful accounts regularly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability.


Accounts receivable, net is analyzed as follows:


    As of December 31,
    2014   2015
    RMB   RMB
Accounts receivable     202,737       254,510  
Allowance for doubtful accounts     (16,587 )     (13,246 )
Accounts receivable, net     186,150       241,264  

The following table summarizes the movement of the Group's allowance for doubtful accounts:


    2013   2014   2015
    RMB   RMB   RMB
Balance at the beginning of the year     9,903       12,655       16,587  
Provision for doubtful accounts     5,303       3,932       4,991  
Write-offs     (2,551 )           (8,332 )
Balance at the ending of the year     12,655       16,587       13,246  

Insurance premium receivables consist of insurance premium to be collected from insured, and is recorded at the invoiced amount and do not bear interest. Amounts collected on insurance premium receivables are included in net cash provided by operating activities in the consolidated statements of cash flows.


(f) Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives, taking into account residual value:


    Estimated useful life (Years)   Estimated residual value
Building   20 - 36     0%
Office equipment, furniture and fixtures   3 - 5   0% - 3%
Motor vehicles   5 - 10   0% - 3%
Leasehold improvements     5       0%

The depreciation methods and estimated useful lives are reviewed regularly. The following table summarizes the depreciation recognized in the consolidated statement of income and comprehensive income:


    2013   2014   2015
    RMB   RMB   RMB
Commission and fees under operating costs     4,988       5,508       2,056  
Selling expenses     1,636       1,282       1,180  
General and administrative expenses     24,629       21,445       15,147  
Depreciation for the year     31,253       28,235       18,383  

(g) Goodwill and Other Intangible Assets

Goodwill represents the excess of costs over fair value of net assets of businesses acquired. Goodwill is not amortized, but is tested for impairment at the reporting unit level at least on an annual basis at the balance sheet date or more frequently if certain indicators arise. The Group operated in three reporting units for the year ended December 31, 2015. The goodwill impairment review is a two-step process. Step 1 consists of a comparison of the fair value of a reporting unit with its carrying amount. An impairment loss may be recognized if the review indicates that the carrying value of a reporting unit exceeds its fair value. Estimates of fair value are primarily determined by using discounted cash flows. If the carrying amount of a reporting unit exceeds its fair value, step 2 requires the fair value of the reporting unit to be allocated to the underlying assets and liabilities of that reporting unit, resulting in an implied fair value of goodwill. If the carrying amount of the goodwill of the reporting unit exceeds the implied fair value, an impairment charge is recorded equal to the excess of the carrying amount over the implied fair value.


The impairment review is highly judgmental and involves the use of significant estimates and assumptions. These estimates and assumptions have a significant impact on the amount of any impairment charge recorded. Discounted cash flow methods are dependent upon assumptions of future sales trends, market conditions and cash flows of each reporting unit over several years. Actual cash flows in the future may differ significantly from those previously forecasted. Other significant assumptions include growth rates and the discount rate applicable to future cash flows.


In 2013, 2014 and 2015, management compared the carrying value of each reporting unit, inclusive of assigned goodwill, to its respective fair value which is the step one of the two-step impairment test. The fair value of all reporting units was estimated by using the income approach. Based on this quantitative test, it was determined that the fair value of each reporting unit tested exceeded its carrying amount and, therefore, step 2 of the two-step goodwill impairment test was unnecessary. The management concluded that goodwill was not impaired as of December 31, 2013, 2014 and 2015.


Identifiable intangibles assets are required to be determined separately from goodwill based on their fair values. In particular, an intangible asset acquired in a business combination should be recognized as an asset separate from goodwill if it satisfies either the “contractual-legal” or “separability” criterion. Intangible assets with a finite economic life are carried at cost less accumulated amortization. Amortization for identifiable intangibles assets of customer relationship is computed using the accelerated method, while amortization for other identifiable intangibles assets is computed using the straight-line method over the intangible assets' economic lives. Intangible assets with indefinite economic lives are not amortized but carried at cost less any subsequent accumulated impairment losses. If an intangible asset that is not being amortized is subsequently determined to have a finite economic life, it will be tested for impairment and then amortized prospectively over its estimated remaining economic life and accounted for in the same manner as other intangible assets that are subject to amortization. Intangible assets with indefinite economic lives are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired.


Separately identifiable intangible assets consist of brand name, trade name, customer relationship, non-compete agreement, agency agreement and license, and software and system.


The intangible assets, net consisted of the following:


        As of December 31, 2014
    Useful life
(Years)
  Cost   Accumulated amortization   Accumulated
Impairment loss
  Net carrying values
          RMB       RMB       RMB       RMB  
Brand name   Indefinite     24,091             (20,384 )     3,707  
Trade name   9.4 to 10     8,898       (3,867 )           5,031  
Customer relationship   4.6 to 9.8     67,096       (48,012 )     (5,760 )     13,324  
Non-compete agreement   3 to 6.25     69,485       (32,557 )     (34,692 )     2,236  
Agency agreement and license   4.6 to 9.8     21,394       (14,789 )     (581 )     6,024  
Software and system   5 to 10     5,999       (4,723 )           1,276  
          196,963       (103,948 )     (61,417 )     31,598  

        As of December 31, 2015
    Useful life
(Years)
  Cost   Accumulated amortization   Accumulated
Impairment loss
  Net carrying values
        RMB   RMB   RMB   RMB
Brand name   Indefinite   20,111           (16,404 )     3,707
Trade name   9.4 to 10     8,898       (4,808 )           4,090  
Customer relationship   4.6 to 9.8     61,186       (51,264 )     (2,953 )     6,969  
Non-compete agreement   3 to 6.25     69,075       (33,819 )     (34,692 )     564  
Agency agreement and license   4.6 to 9.8     20,404       (15,949 )     (77 )     4,378  
Software and system   5 to 10     5,680       (5,680 )            
          185,354       (111,520 )     (54,126 )     19,708  

Aggregate amortization expenses for intangible assets were RMB13,665, RMB16,826 and RMB11,571 for the years ended December 31, 2013, 2014 and 2015, respectively.


Impairment of intangible assets with definite lives


The Group evaluates the recoverability of identifiable intangible assets with determinable useful lives, whenever events or changes in circumstances indicate that these assets’ carrying amounts may not be recoverable. The Group measures the carrying amount of identifiable intangible asset with determinable useful live against the estimated undiscounted future cash flows associated with it. Impairment exists when the sum of the expected future net cash flows is less than the carrying value of the asset being evaluated. Impairment loss is calculated as the amount by which the carrying value of the asset exceeds its fair value. Fair value is estimated based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires the Group to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. During the years ended December 31, 2013, 2014 and 2015, the Group recognized no impairment losses on identifiable intangible assets with determinable useful lives.


Impairment of indefinite-lived intangible assets


An intangible asset that is not subject to amortization is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Such impairment test is to compare the fair values of assets with their carrying amounts and an impairment loss is recognized if and when the carrying amounts exceed the fair values. The estimates of fair values of intangible assets not subject to amortization are determined using various discounted cash flow valuation methodologies. Significant assumptions are inherent in this process, including estimates of discount rates or market price. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. Market prices are based on potential purchase quote from third party, if any. During the years ended December 31, 2013, 2014 and 2015, the Group recognized no impairment losses on its indefinite-lived intangible assets.


The estimated amortization expenses for the next five years are: RMB5,204 in 2016, RMB3,881 in 2017, RMB3,667 in 2018, RMB2,502 in 2019 and RMB658 in 2020, and an aggregate amount of RMB89 in years thereafter.


(h) Other Receivables and Other Current Assets

Other receivables and other current assets mainly consist of receivables from third parties, advances, deposits, interest receivables, value-added tax recoverable and prepaid expenses.


(i) Investment in Affiliates

Investments in affiliates are accounted for using the equity method. The Group does not control the affiliates but exerts significant influence over them.


(j) Other Non-current Assets

Other non-current assets represent investments in equity security of private companies which the group owns equity interest of less than 20%, over which the Group exerts no significant influence and are measured initially at cost.


(k) Impairment of Long-Lived Assets

Property, plant, and equipment, and purchased intangible assets with definite life, subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.


(l) Insurance Premium Payables

Insurance premium payables are insurance premiums collected on behalf of insurance companies but not yet remitted as of the balance sheet dates.


(m) Subscription Receivables

The Group entered into share purchase agreements with companies established on behalf of our employees (the "Employee Companies") for the issuance of 100,000,000 ordinary shares at US$0.27 per ordinary share and 50,000,000 ordinary shares at US$0.29 per ordinary share in 2014. The issue prices are the average closing prices for the 20 trading days prior to the board approval dates of such subscriptions. The sale of shares to the Employee Companies was completed on December 17, 2014.


In order to facilitate the purchase of shares by employees as described above, the Group has granted a loan to the Employee Companies. The loan bears interest at a rate of 3% per annum and is repayable upon the sale of the shares by employees, termination of employment or within two years, whichever comes first. Please refer to note 12 for details. The interest rate is determined with reference to fair market prices and therefore no interest-related compensation expense is recorded.


According to FASB ASC 505-10-45, the loan is recorded as a separate line of deduction from equity in the Group’s consolidated balance sheet as of December 31, 2014 and 2015. Interest income accruing from the loan is recognized as non-operating income. None of the loans to employees have been repaid up to the date of this report and total balance thereof as of year-end was RMB268,829 (US$41,500).


(n) Treasury shares

Treasury shares represents ordinary shares repurchased by the Group that are no longer outstanding and are held by the Group. The repurchase of ordinary shares is accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock.


During the year ended December 31, 2015, the Group had repurchased total of 2,261,100 shares from the market for a cash consideration of RMB6,276. As of December 31, 2015, all the treasury stock had been re-issued for the purpose of stock options exercised.


(o) Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carryforwards and credits by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.


Since 2014, the Group has adopted FASB ASU No. 2013-11—Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists prospectively, to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the balance sheets as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the Group to use, and the Group does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit is presented in the balance sheets as a liability.


(p) Share-based Compensation

Employee share-based compensation


All forms of share-based payments to employees, including employee stock options and employee stock purchase plans, are treated the same as any other form of compensation by recognizing the related cost in the consolidated statement of income and comprehensive income. Compensation cost related to employee stock options or similar equity instruments is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. If an award requires satisfaction of one or more performance, or service conditions (or any combination thereof), compensation cost is recognized if the requisite service is rendered, and no compensation cost is recognized if the requisite service is not rendered. The Group recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the amount of compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date. For awards with both service and performance conditions, if each tranche has an independent performance condition for a specified period of service, the Group recognizes the compensation cost of each tranche as a separate award on a straight-line basis; if each tranche has performance conditions that are dependent of activities that occur in the prior service periods, the Group recognizes the compensation cost on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. No compensation cost is recognized for instruments that employees forfeit because a service condition or a performance condition is not satisfied.


Non-employee share-based compensation


Share-based compensation related to non-employees is recognized as compensation expenses ratably over the requisite service periods. The Group measures the cost of non-employee services received in exchange for share-based compensation based on the fair value of the equity instruments issued. The Group measures the fair value of the equity instruments in these transactions on the measurement date, which is determined as the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or the date at which the counterparty’s performance is complete. The quantity and terms of the equity instruments issued to non-employees are not known up front as they are dependent upon counterparty performance conditions, the Group measures the equity instruments at their then-current lowest aggregate fair value at each reporting dates, and attributes the changes in those fair values over the future services period until the measurement date has been established.


Modification of an Award


A modification of the terms or conditions of an equity award is treated as an exchange of the original award for a new award. The Group measures the effects of a modification as follows:


a.         Incremental compensation cost shall be measured as the excess, if any, of the fair value of the modified award determined over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date; and


b.       The total recognized compensation cost for an equity award shall at least equal the fair value of the award at the grant date unless at the date of the modification the performance or service conditions of the original award are not expected to be satisfied.


The Group records the incremental fair-value-based measure, if any, of the modified award, as compensation cost on the date of modification (for vested awards) or over the remaining service (vesting) period (for unvested awards).


Cancellation of an Award


A cancellation of an award that is not accompanied by the concurrent grant of (or offer to grant) a replacement award or other valuable consideration shall be accounted for as a repurchase for no consideration. Accordingly, any previously unrecognized compensation cost shall be recognized at the cancellation date.


The Group uses the Black-Scholes or the Binominal option-pricing model to determine the fair value of stock options. Determining the value of share-based compensation expense in future periods requires the input of highly subjective assumptions, including estimated forfeitures and the price volatility of the underlying shares. The Group estimates the forfeitures of the shares based on past employee retention rates and its expectations of future retention rates, and prospectively revises the forfeiture rates based on actual history. The share compensation charges may change based on changes to the actual forfeitures. The actual share-based compensation expenses may be materially different from the current expectations.


Share-based compensation expenses of RMB45,317, RMB23,598 and RMB17,653 for the years ended December 31, 2013, 2014 and 2015, respectively, were included in the general and administrative expenses.


(q) Employee Benefit Plans

As stipulated by the regulations of the PRC, the Group’s subsidiaries and VIEs in the PRC participate in various defined contribution plans organized by municipal and provincial governments for its employees. The Group is required to make contributions to these plans at a percentage of the salaries, bonuses and certain allowances of the employees. Under these plans, certain pension, medical and other welfare benefits are provided to employees. The Group has no other material obligation for the payment of employee benefits associated with these plans other than the annual contributions described above. The contributions are charged to the consolidated statement of income and comprehensive income as they become payable in accordance with the rules of the above mentioned defined contribution plans.


(r) Revenue Recognition

The Group’s revenue is derived principally from the provision of insurance brokerage, agency and claims adjusting services. The Group recognizes revenue when all of the following have occurred: persuasive evidence of an agreement with the insurance companies or insurance agencies exists, services have been provided, the fees for such services are fixed or determinable and collectability of the fee is reasonably assured.


Insurance agency services are considered to be rendered and completed, and revenue is recognized, at the time an insurance policy becomes effective, that is, when the signed insurance policy is in place and the premium is collected from the insured. The Group has met all the four criteria of revenue recognition when the premiums are collected by the Group or the respective insurance companies and not before, because collectability is not ensured until receipt of the premium. Accordingly, the Group does not accrue any commission and fees prior to the receipt of the related premiums. Insurance brokerage services revenue is recognized when the signed insurance policy is in place and the premium is collected from the insured and the commission settlement confirmation is received from insurance companies, because the commission rate for brokerage services is negotiated case by case and the Group’s fees are fixed when such confirmation is received. No allowance for cancellation has been recognized for agency and brokerage businesses as the management of the Group estimates, based on its past experience that the cancellation of policies rarely occurs. Any subsequent commission adjustments in connection with policy cancellations which have been deminims to date are recognized upon notification from the insurance carriers. Actual commission and fee adjustments in connection with the cancellation of policies were 0.2%, 0.2% and 0.2% of the total commission and fee revenues during years ended December 31, 2013, 2014 and 2015, respectively. For property insurance and life insurance, agency and brokerage services, the Group may receive a performance bonus from insurance companies as agreed and per contract provisions. Once an agency and brokerage company achieves its performance target, typically a certain sales volume, the bonus will become due. The bonus amount is computed based on the insurance premium amount multiplied by an agreed-upon percentage. The contingent commissions are recorded when a performance target is being achieved. Insurance claims adjusting services are considered to be rendered and completed, and revenue is recognized at the time loss adjusting reports are confirmed being received by insurance companies. The Group has met all the four criteria of revenue recognition when the service is provided and the loss adjusting report is accepted by insurance companies. The Group does not accrue any service fee before the receipt of an insurance company’s acknowledgement of receiving the adjusting reports. Any subsequent adjustments in connection with discounts which have been de minims to date are recognized in revenue upon notification from the insurance companies.


Other service fees include commission revenues earned from distribution of wealth management products and revenue from the provision of IT services. Commission from distribution of wealth management products are recorded when the products have been sold to customers, at which time the Group has fulfilled all its services obligations. Revenue from the provision of IT services is recognized when the services are rendered.


The Group presents revenue net of sales taxes incurred. The sales taxes amounted to RMB99,931, RMB120,965 and RMB157,234 for the years ended December 31, 2013, 2014 and 2015, respectively. According to the Announcement on the VAT Reform Pilot Program of the Transportation and Selected Modern Service Sectors issued by the State Tax Bureau in July 2012, the transportation and some selected modern service sectors, including research and development (R&D) and technical services, information technology services, cultural creative services, logistics support services, tangible personal property leasing services, and assurance and consulting service, should pay value-added tax instead of business tax based on a predetermined timetable (hereinafter referred to as the “VAT Reform”), effective September 1,2012 for entities in Beijing and November 1, 2012 for entities in Guangdong. The VAT Reform expanded nation-wide from August 1, 2013.  A total of seven subsidiaries or VIEs in the Group that engage in consulting and information technology services met the VAT Reform requirements, and have started to pay value-added tax since the respectively effective days. Total Value-added taxes paid by the Group during the years ended December 31, 2014 and 2015 amounted to RMB14,997 and RMB16,370.


In March 2016, during the fourth session of the 12th National People’s Congress, it was announced that the VAT reform will be fully rolled out and extended to all industries including construction, real estate, financial services and lifestyle services. Subsequently, the State Administration of Taxation and Ministry of Finance jointly issued a Notice on Preparing for the Full Implementation of the VAT Reform (Cai Shui [2016] No. 32). Accordingly, the Group will pay value-added tax instead of business tax starting from May 1, 2016. The Group is in the process of evaluating the impact on the consolidated financial statements.


(s) Contingent Consideration

The Group recognizes all the assets acquired and liabilities assumed in a business combination at the acquisition-date fair values, which will include an estimation of the fair value of contingent consideration payables if any. Subsequent changes in the fair value of contingent consideration payables will be recorded in the consolidated statement of income and comprehensive income when incurred. No change in fair value of contingent consideration payable was charged to consolidated statement of income and comprehensive income for the years ended December 31, 2013, 2014 and 2015.


The selling shareholders of the acquired entities agreed to return part of considerations to the Group, if certain performance criteria cannot be met. The fair value of such contingent arrangements was charged to consolidated statement of income and comprehensive income in the amount of nil, nil and nil for the years ended December 31, 2013, 2014 and 2015, respectively.


(t) Fair Value of Financial Instruments.

Fair value is considered to be the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs may be used to measure fair value include:


Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The carrying values of the Group’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, insurance premium receivables and payables, other receivables, accounts payable, amounts due from related parties, approximate their fair values due to the short term nature of these instruments.


Measured at fair value on a recurring basis


As of December 31, 2015 and 2014, information about inputs into the fair value measurements of the Group’s assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows.


  Fair Value Measurements at Reporting Date Using
Description   As of
December 31,
2015
  Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  RMB   RMB   RMB   RMB
Short-term investments - debt security     2,026,256             2,026,256        

  Fair Value Measurements at Reporting Date Using
Description   As of
December 31,
2014
  Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  RMB   RMB   RMB   RMB
Short-term investments - debt security     688,900             688,900        

The debt security consists of investments in trust products and asset management plans that have normally pay a prospective fixed rate of return. These investment are recorded at fair value on a recurring basis. The Group benchmarks the costs against fair values of comparable investments with similar measurement terms, such as prevailing market yields, at the balance sheet date. It is classified as Level 2 of the fair value hierarchy since fair value measurement at reporting date uses significant other observable inputs.



The Group did not have Level 3 investments as of December 31, 2014 and 2015.


Measured at fair value on a non-recurring basis


The Group measures certain assets, including the cost method investments, equity method investments and intangible assets, at fair value on a nonrecurring basis when they are deemed to be impaired. The fair values of these investments and intangible assets are determined based on valuation techniques using the best information available, and may include management judgments, future performance projections, etc. An impairment charge to these investments is recorded when the cost of the investment exceeds its fair value and this condition is determined to be other-than-temporary, and impairment charge to the intangible assets is recorded when their carrying amounts may not be recoverable.


Goodwill (note 6) and intangible assets (note 2(g)) are measured at fair value on a nonrecurring basis and they are recorded at fair value only when impairment is recognized by applying unobservable inputs such as forecasted financial performance of the acquired business, discount rate, etc. to the discounted cash flow valuation methodology that are significant to the measurement of the fair value of these assets (Level 3).


(u) Foreign Currencies

The functional currency of the Company is the United States dollar ("USD"). Assets and liabilities are translated at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income or loss in the consolidated statements of income and comprehensive income. The Group has chosen the Renminbi ("RMB") as their reporting currency.


The functional currency of the most of the Company’s subsidiaries and VIEs is RMB. Transactions in other currencies are recorded in RMB at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into RMB at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the consolidated statements of income and comprehensive income.


(v) Foreign Currency Risk

The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People's Bank of China, controls the conversion of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and international economic and political developments that affect supply and demand in the China Foreign Exchange Trading System market of cash and cash equivalents. The Group had aggregate amounts of RMB2,080,842 and RMB1,115,296 of cash and cash equivalents denominated in RMB as of December 31, 2014 and 2015, respectively.


(w) Translation into United States Dollars

The consolidated financial statements of the Group are stated in RMB. Translations of amounts from RMB into U.S. dollars are solely for the convenience of the readers and were calculated at the rate of US$1.00 = RMB6.4778, representing the noon buying rate in the City of New York for cable transfers of RMB on December 31, 2015, as set forth in H.10 statistical release of the Federal Reserve Board. The translation is not intended to imply that the RMB amounts could have been, or could be, converted, realized or settled into U.S. dollars at that rate on December 31, 2015, or at any other rate.


(x)        Segment Reporting


The Group distributes a variety of property and casualty, and life insurance products underwritten by domestic and foreign insurance companies operating in the PRC, and provides insurance claims adjusting services as well as other insurance-related services and distribution of wealth management products. The Group operated three segments: (1) insurance agency segment, which mainly consists of providing agency services for Property and Casualty (“P&C”) insurance products and life insurance products to individual clients, (2) insurance brokerage segment, which mainly consists of providing P&C and life insurance brokerage services to institutional clients, and (3) claims adjusting segment, which consists of providing pre-underwriting survey, claim adjusting, disposal of residual value, loading and unloading supervision and consulting services. Details of these operating segments are described in note 21. Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the Group's chief operating decision maker in deciding how to allocate resources and in assessing performance.


Substantially all revenues of the Group are derived in the PRC and all long-lived assets are located in the PRC.


(y)       Earnings per Share ("EPS") or ADS


Basic EPS is calculated by dividing the net income available to common shareholders by the weighted average number of ordinary shares /ADS outstanding during the year. Diluted EPS is calculated by using the weighted average number of ordinary shares /ADS outstanding adjusted to include the potentially dilutive effect of outstanding share-based awards, unless their inclusion in the calculation is anti-dilutive.


(z)       Advertising Costs


Advertising costs are expensed as incurred. Advertising costs amounted to RMB5,724, RMB6,553 and RMB5,696 for the years ended December 31, 2013, 2014 and 2015, respectively.


(aa)     Operating Leases


Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements of income and comprehensive income over the lease period.


(ab)     Accumulated Other Comprehensive Income


The Group presents comprehensive income in the consolidated statements of income and comprehensive income with net income in a continuous statement.


Accumulated other comprehensive income represents foreign currency translation adjustments and share of other comprehensive income of the affiliates for the period.


(ac) Recently Issued Accounting Standards Not Yet Adopted

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)". The guidance substantially converges final standards on revenue recognition between the FASB and the International Accounting Standards Board providing a framework on addressing revenue recognition issues and, upon its effective date, replaces almost all exiting revenue recognition guidance, including industry specific guidance, in current U.S. generally accepted accounting principles. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:


Step 1: Identify the contract(s) with a customer.


Step 2: Identify the performance obligations in the contract.


Step 3: Determine the transaction price.


Step 4: Allocate the transaction price to the performance obligations in the contract.


Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.


ASU 2014-09 is originally effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. ASU 2015-14, Revenue from Contracts with Customers, defers the effective date of ASU 2014-09 by one year. As a result, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017 and interim periods therein. Early adoption is permitted to the original effective date. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.


In January 2015, the FASB issued a new pronouncement which eliminates from U.S. GAAP the concept of extraordinary items.


Subtopic 225-20, Income Statement - Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item.


The FASB heard from stakeholders that the concept of extraordinary items causes uncertainty because it is unclear when an item should be considered both unusual and infrequent. Additionally, some stakeholders said that although users find information about unusual or infrequent events and transactions useful, they do not find the extraordinary item classification and presentation necessary to identify those events and transactions. Other stakeholders noted that it is extremely rare in current practice for a transaction or event to meet the requirements to be presented as an extraordinary item.


The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this ASU is not expected to have a material impact on the Group’s consolidated financial results or disclosures.


In September, 2015, the FASB issued a new pronouncement, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. To simplify the accounting for adjustments made to provisional amounts recognized in a business combination, the amendments eliminate the requirement to retrospectively account for those adjustments.


Under this ASU, an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The ASU also requires acquirers to present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date.


For public business entities, the ASU is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The ASU must be applied prospectively to adjustments to provisional amounts that occur after the effective date. Early adoption is permitted for financial statements that have not been issued. The Group does not expect the adoption of this guidance will have a significant effect on the Group's consolidated financial statements.


In November, 2015, the FASB issued a new pronouncement which changes how deferred taxes are classified on organizations’ balance sheets.


The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent.


The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.


In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"), which requires that equity investments, except for those accounted for under the equity method or those that result in consolidation of the investee, be measured at fair value, with subsequent changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. ASU 2016-01 also impacts the presentation and disclosure requirements for financial instruments. ASU 2016-01 is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted only for certain provisions. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.


In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on the balance sheet. This ASU requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. The ASU does not significantly change the lessees' recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Lessors' accounting under the ASC is largely unchanged from the previous accounting standard. In addition, the ASU expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. The provisions of this guidance are effective for annual periods beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.


In March 2016, the FASB issued ASU 2016-08, which amends the principal-versus-agent implementation guidance and illustrations in the Board's new revenue standard (ASC 606). The amendments in this update clarify the implementation guidance on principal versus agent considerations. When another party, along with the reporting entity, is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide that good or service to the customer (as a principal) or to arrange for the good or service to be provided to the customer by the other party (as an agent). The guidance is effective for interim and annual periods beginning after December 15, 2017. The Group is in the process of evaluating the impact of adoption of this guidance on the consolidated financial statements.


In March 2016, the FASB issued ASU 2016-09, which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. For public entities, the ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods. Early adoption will be permitted in any interim or annual period for which financial statements have not yet been issued or have not been made available for issuance. The Group is in the process of evaluating the impact of adoption of this guidance on the consolidated financial statements.


XML 28 R11.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 3 - Acquisitions and Reorganisation
12 Months Ended
Dec. 31, 2015
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]
(3) Acquisitions and reorganisation


Acquisitions and reorganisation in 2015


Acquisitions of additional interests in subsidiaries


During the year ended December 31, 2015, the Group had entered into several agreements to acquire from the non-controlling shareholders of certain of the Group’s subsidiaries the additional interests in those subsidiaries for the total considerations of RMB187,810. The Group retains its controlling financial interests before and after the transactions.


The schedule below discloses the effects of changes in the Group’s ownership in subsidiaries on the Group's equity:


    Year ended December
31, 2015
    RMB
Net income attributable to the Company's shareholders     210,086  
Decrease in Company's additional paid-in capital for acquisitions of additional equity interests from noncontrolling interests     (160,023 )
Changes from net income attributable to Company’s shareholders and transfers to noncontrolling interests     50,063  

Reorganisation


In 2015, the Group completed corporate restructuring relating to CNinsure Insurance Surveyors & Loss Adjustors Holding Co., Ltd. ("CISLA"), or the CISLA Restructuring, the operating company for the claims adjusting segment. Prior to the CISLA Restructuring, the Group owned 51% of the equity interests of Guangdong CNinsure Fangzhong Investment Management Co., Ltd., ("Fangzhong"), which held 100% equity interests in CISLA. In June 2015, CISLA introduced two new investors, Shenzhen Yuanqian Investment Partnership (Limited Partnership) and Shenzhen Longqian Investment Partnership (Limited Partnership), hereinafter referred to as “Yuanqian” and “Longqian”. Yuanqian and Longqian are owned by certain members of the management of the claims adjusting segment. Yuanqian and Longqian together subscribed for total of 12.4% of the equity interests in CISLA for a cash consideration of RMB17,000. As a result, Fangzhong's shareholding in CISLA was diluted from 100% to 87.6%. In July 2015, Fangzhong transferred 44.7% and 42.9% of the equity interests in CISLA to Guangdong Meidiya Investment Co., Ltd. ("Meidiya Investments"), a subsidiary of the Group, and 22 individuals, among whom were management members of the claims adjusting segment, for total purchase prices of RMB61,200 and RMB58,800, respectively. These purchase prices were calculated on the basis of total capital contribution by Fangzhong to CISLA. After the CISLA Restructuring, the Group owns 44.7% of the equity interests and remains as the largest shareholder. The Group continue to exercise substantial control over CISLA pursuant to shareholders’ agreements signed with Yuanqian, Longqian and two executive officers of the claims adjusting segment.


The Group recorded stock compensation expense of RMB3,400, being the excess of the estimated fair value of Yuanqian, Longqian and 22 individual’s equity interest in CISLA over the consideration paid by the investors. The excess is deemed compensation to the two partnerships’ shareholders, who are members of the claims adjusting segment’s management, for their past services.


In July 2015, in order to align the interests of the founding team of Chetong.net with the growth of the platform, Fangzhong, the subsidiary of the Group that initially owned 100% of the equity interests in Chetong Network and operated Chetong.net, transferred  80.1% of the equity interests in Chetong Network to the management and employees of Chetong Network for cash consideration of RMB16,020, and 19.9% of the equity interests in Chetong Network to CISLA for cash consideration of RMB3,980 which approximated its fair value at the disposal date. As a result, CISLA and the management and employees of Chetong Network currently hold 19.9% and 80.1% of Chetong Network, respectively.


As part of the Company’s growth strategy, CISLA filed an application in November 2015 with National Equities Exchange and Quotations (“NEEQ”) to list on the New Third Board, an emerging over-the-counter stock market for medium- and small-cap companies in China.


Acquisitions in 2014


In April 2014, the Group entered into agreements to acquire 100% equity interests in Nanjing Yukai Insurance Agency Co., Ltd. ("Nanjing") and Wenzhou Huilian Insurance Agency Co., Ltd ("Wenzhou") at the cash consideration of RMB27,000 and RMB16,000, respectively.


In April 2014, the Group also entered into an agreement to acquire the remaining 70% equity interests in Jiaxing Lianbao Insurance Agency Co., Ltd ("Jiaxing") at the cash consideration of RMB21,000. The fair value of 30% equity interests in Jiaxing previously held by the Group was remeasured to RMB9,000, hence the Group recognized gain from step acquisition of RMB8,812 at acquisition date.


The acquisitions of Nanjing, Wenzhou and Jiaxing were completed on May 1, 2014. Pursuant to the agreements, the selling shareholders of Nanjing, Wenzhou and Jiaxing agreed to return part of considerations to the Group, if the performance criteria of Nanjing, Wenzhou and Jiaxing for years 2014 to 2016 cannot be met. The fair value of such contingent arrangements approximates to zero at the acquisition date. As for the year ended December 31, 2014, Wenzhou has met the performance criteria but Nanjing and Jiaxing has failed to meet the performance criteria. As for the year ended December 31, 2015, all of the three subsidiaries failed to meet the performance criteria. The Group has issued waivers to the sellers of the three subsidiaries to release the return of considerations related to these three companies’ under-performance for both 2014 and 2015.


The following table summarizes the estimated fair values for major classes of assets acquired and liabilities assumed at the date of acquisition:


    Nanjing   Wenzhou   Jiaxing
    RMB   RMB   RMB
Net tangible (liabilities) assets acquired     (4,116 )     2,708       3,670  
Intangible assets     7,650       4,110       7,290  
Goodwill     23,850       10,209       20,862  
Deferred tax assets     1,529              
Deferred tax liabilities     (1,913 )     (1,027 )     (1,822 )
Total consideration     27,000       16,000       30,000  

The excess of purchase price over tangible assets and identifiable intangible assets acquired and liabilities assumed was recorded as goodwill. The goodwill of RMB54,921 arising from the acquisitions consists largely of the synergies and economies of scale expected from combining the operations of the Group and the acquired companies. All of the goodwill was assigned to the Group’s agency segment. None of the goodwill recognized is expected to be deductible for income tax purposes.


The acquired intangible assets were composed of the following:


        Fair Value Acquired
    Useful life   RMB
    (Years)   Nanjing   Wenzhou   Jiaxing
Customer relationship     6.7       4,840       2,920       4,630  
Non-compete agreement     3.0       520       270       480  
Agency agreement     6       2,290       920       2,180  
Total             7,650       4,110       7,290  

The weighted average amortization period of the intangible asset acquired is 6.3 years.


The following unaudited pro forma information summarizes the effect of the acquisitions, as if the acquisitions had occurred as of January 1, 2013. This unaudited pro forma information is presented for information purposes only. It is based on historical information and does not purport to represent the actual results that may have occurred had the Group consummated the acquisitions on January 1, 2013, nor is it necessarily indicative of future results of operations of the consolidated enterprises:


Pro forma for year ended December 31, 2013


    Nanjing   Wenzhou   Jiaxing
    RMB   RMB   RMB
    (unaudited)   (unaudited)   (unaudited)
Pro forma net revenues     1,769,665       1,769,428       1,780,360  
Pro forma income from operations     16,561       17,531       16,348  
Pro forma net income     94,541       95,289       94,215  
Pro forma net income per share     0.09       0.10       0.09  

Pro forma for year ended December 31, 2014


    Nanjing   Wenzhou   Jiaxing
    RMB   RMB   RMB
    (unaudited)   (unaudited)   (unaudited)
Pro forma net revenues     2,159,466       2,155,319       2,163,231  
Pro forma income from operations     30,612       30,840       31,355  
Pro forma net income     161,580       161,736       162,318  
Pro forma net income per share    

0.16

     

0.16

     

0.16

 

The amounts of Nanjing, Wenzhou and Jiaxing’s net revenue and earnings included in the Group’s consolidated income statement from May 1, 2014 to December 31, 2014 are RMB19,060, RMB11,902 and RMB22,136, respectively and RMB2,323, RMB1,151 and RMB619, respectively.


XML 29 R12.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 4 - Other Receivables
12 Months Ended
Dec. 31, 2015
Receivables [Abstract]  
Loans, Notes, Trade and Other Receivables Disclosure [Text Block]
(4) Other Receivables

Other receivables, net are analyzed as follows:


    As of December 31,
    2014   2015
    RMB   RMB
Advances to staff (i)     8,159       6,492  
Advances to entrepreneurial agents (ii)     981       367  
Rental deposits     5,701       7,655  
Interest income receivables (iii)     46,472       29,708  
Value-added tax recoverable (iv)     2,786        
Receivable from third parties (v)     17,020        
Other     7,030       7,606  
      88,149       51,828  

(i) This represented advances to staff of the Group for daily business operations which are unsecured, interest-free and repayable on demand.

(ii) This represented advances to entrepreneurial agents who provide services to the Group. The advances are used by agents to develop business. The advances were unsecured, interest-free and repayable on demand.

(iii) This represented accrued interest income on bank deposits, interest bearing receivable from third parties as described in (v) and accrued interest on subscription receivables (note 2(m)).

(iv) As of December 31, 2014, the amount represented value-added tax to be refunded from tax bureau. The amount of value-added tax outstanding as of December 31, 2014 had been refunded during the year 2015.

(v) As of December 31, 2014, receivable from third party represented the amount due from Guangdong Jintaiping Asset Management Co. Ltd in an amount of 17,020, which has been fully settled in 2015.

XML 30 R13.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 5 - Property, Plant and Equipment
12 Months Ended
Dec. 31, 2015
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment Disclosure [Text Block]
(5) Property, Plant and Equipment

Property, plant and equipment, net, is comprised of the following:


    As of December 31,
    2014   2015
    RMB   RMB
Building     12,317       12,317  
Office equipment, furniture and fixtures     127,498       128,401  
Motor vehicles     35,229       26,341  
Leasehold improvements     10,817       9,657  
Total     185,861       176,716  
Less: Accumulated depreciation     (138,690 )     (142,571 )
Property, plant and equipment, net     47,171       34,145  

No impairment for property, plant and equipment was recorded for the years ended December 31, 2013, 2014 and 2015.


XML 31 R14.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 6 - Goodwill
12 Months Ended
Dec. 31, 2015
Disclosure Text Block Supplement [Abstract]  
Goodwill Disclosure [Text Block]
(6) Goodwill

The movements in carrying amount of goodwill by reportable segments are as follows:


  Agency
segment
  RMB
Balance as of January 1, 2014     78,553  
Addition for acquisitions in 2014     54,921  
Balance as of December 31, 2014     133,474  
Balance as of December 31, 2015     133,474  

The gross amount and accumulated impairment losses by segment as of December 31, 2014 and 2015 are as follows:


  Agency
segment
  Claims
Adjusting
segment
  Total
  RMB   RMB   RMB
Gross as of January 1, 2014 and December 31, 2014     1,096,102       38,077       1,134,179  
Eliminated on disposal of a subsidiary           (16,940 )     (16,940 )
Gross as of December 31, 2015     1,096,102       21,137       1,117,239  
Accumulated impairment loss as of January 1, 2014 and December 31, 2014     (962,628 )     (38,077 )     (1,000,705 )
Eliminated on disposal of a subsidiary           16,940       16,940  
Accumulated impairment loss as of December 31, 2015     (962,628 )     (21,137 )     (983,765 )
Net as of January 1, 2014, December 31, 2014 and 2015     133,474             133,474  

The Group performed the annual impairment analysis as of the balance sheet date. There has been no impairment loss recognized in goodwill for the years ended December 31, 2013, 2014 and 2015, respectively.


XML 32 R15.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 7 - Investment in Affiliates
12 Months Ended
Dec. 31, 2015
Equity Method Investments and Joint Ventures [Abstract]  
Equity Method Investments and Joint Ventures Disclosure [Text Block]
(7) Investment in Affiliates

As of December 31, 2014 and 2015, investments in affiliates represent (i) 40% equity interest in Shanghai Teamhead Automobile Surveyors Co., Ltd. ("Teamhead Automobile") which is a PRC registered company that provides insurance surveyor and loss adjustors services, and (ii) 20.6% equity interest in Sincere Fame International Limited ("Sincere Fame") which is financial services company registered in BVI and based in Guangzhou, PRC, primarily engaged in the origination and management of small loans made to individuals, loan repackaging transaction, asset management-related services to financial institutions and mortgage agency services to individuals.


During the years ended December 31, 2013, 2014 and 2015, the Group recognized its share of income of affiliates in the amount of RMB20,621, RMB30,649 and RMB26,924 respectively. During the years ended December 31, 2013, 2014 and 2015, the Group recognized its share of other comprehensive income of affiliates in the amount of nil, nil and RMB37,567, respectively.


Investment as of December 31, 2014 and 2015 were as follows:


  As of December 31,
    2014   2015
  RMB   RMB
Teamhead Automobile     498       528  
Sincere Fame     219,205       283,666  
Total     219,703       284,194  

The summarized financial information of equity method investees is illustrated as below:


    As of December 31,
    2014   2015
    RMB   RMB
Balance sheet                
Current assets     364,045       1,348,637  
Non-current assets     1,335,315       2,190,168  
Current liabilities     929,731       2,389,167  
Non-current liabilities     2,904       69,615  

    Year Ended December 31,
    2013   2014   2015
Results of operation   RMB   RMB   RMB
Net Revenues     365,521       403,908       599,372  
Gross profit     295,954       346,688       427,258  
Income from operations     139,211       184,531       158,846  
Net profit     116,674       148,891       130,647  

XML 33 R16.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 8 - Variable Interest Entities
12 Months Ended
Dec. 31, 2015
Variable Interest Entities Disclosure [Abstract]  
Variable Interest Entities Disclosure [Text Block]
(8) Variable Interest Entities

PRC laws and regulations place certain restrictions on foreign investment in and ownership of insurance agencies, brokerages and on-line business. Accordingly, the Group conducts some of its operations in China through contractual arrangements among its PRC subsidiaries, two PRC affiliated entities and the equity shareholders of these PRC affiliated entities, who are PRC nationals. The contractual arrangements include a series of contracts entered into between the Group’s PRC subsidiaries and the equity shareholders of these PRC affiliated entities and these PRC affiliated entities, including loan agreements, equity pledge agreements, irrevocable powers of attorney, exclusive purchase option agreements, consulting and service agreements, information technology ("IT") platform service agreements and technology service agreements. Through these contractual arrangements, the Group is entitled to: (1) receive service fees from the subsidiaries of these PRC affiliated entities; (2) exercise all of the voting powers of the owners of these PRC affiliated entities; (3) receive dividends declared by these PRC affiliated entities and their subsidiaries; (4) acquire all the equity interests of these PRC affiliated entities and their subsidiaries once PRC laws permit; and (5) exercise its substantive kick out right under the terms of the exclusive purchase option agreement. As the Company is the sole primary beneficiary of these VIEs, the Company consolidates them into its consolidated financial statements.


In recent years, some rules and regulations governing the insurance intermediary sector in China have begun to encourage foreign investment. The Group has commenced a restructuring which has resulted in obtaining controlling equity ownership in a majority of its affiliated insurance intermediary companies. However, there remains uncertainty regarding the interpretation and implementation of the relevant regulations and the timing of the restructuring process. In addition, restrictions by PRC laws and regulations on foreign investments in and ownership of internet businesses still exists and the Group is still in the process to complete its restructuring plan. Therefore, as of December 31, 2015, the Group still conducts part of its operations in China through contractual arrangements among its PRC subsidiaries and consolidated affiliated entities, Shenzhen Xinbao Investment Management Co., Ltd. ("Xinbao Investment") and Shenzhen Dianliang Information Technology Co., Ltd ("Dianliang Information") (collectively referred as the "Two PRC Affiliated Entities") and the equity holders of the Two PRC Affiliated Entities who are PRC nationals. To provide the Company effective control over the Two PRC Affiliated Entities, and the ability to receive substantially all of the economic benefits of the Two PRC Affiliated Entities and their subsidiaries, a series of contractual arrangements were entered amongst CNinsure Xinlian Information Technology Consulting (Shenzhen) Co., Ltd. ("Xinlian Information"), CNinsure Zhonglian Enterprise Image Planning (Shenzhen) Co., Ltd. ("Zhonglian Enterprise"), Litian Zhuoyue Software (Beijing) Co., Ltd ("Litian") and Ying Si Kang Information Technology (Shenzhen) Co., Ltd. ("Ying Si Kang Information"), which are PRC subsidiaries of the Company, and the Two PRC Affiliated Entities and their direct equity holders, refer to as the "VIE arrangements".


Agreements that provide the Group effective control over the Two PRC Affiliated Entities


Loan Agreements


Each of the individual shareholders of Xinbao Investment entered into a loan agreement with the Group’s subsidiary Ying Si Kang Information, evidencing a zero interest loan granted to them, equal to their respective capital contributions to Xinbao Investment. When Ying Si Kang was transferred to Litian in 2014, each of the individual shareholders of Xinbao Investment was released from the agreement with Ying Si Kang and entered into a new loan agreement with another Group’s subsidiary Bao Si Kang Information Technology (Shenzhen) Co., Ltd. ("Bao Si Kang Information"). The terms of the loan agreement are substantially similar to those in the loan agreements of Ying Si Kang Information described above.


In addition, the individual shareholder of Dianliang Information also entered into a loan agreement with the Group’s subsidiary Xinlian Information, evidencing a zero interest loan granted to the individual shareholder, equal to his capital contribution to Dianliang Information. The terms of the loan agreement are substantially similar to those in the loan agreements of Xinbao Investment described above.


Equity Pledge Agreements


Pursuant to the equity pledge agreements between (1) Xinbao Investment, Ying Si Kang Information, and from the later year of 2014 Bao Si Kang Information and the equity holders of Xinbao Investment; and (2) Dianliang Information, Xinlian Information and the equity holder of Dianliang Information, the equity holders of the Two PRC Affiliated Entities have pledged their equity interests in the Two PRC Affiliated Entities to Ying Si Kang Information (later year of 2014 to Bao Si Kang Information) and Xinlian Information to secure their obligations under the loan agreements between (1) Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information) and Xinbao Investment; (2) Dianliang Information and Xinlian Information. During the term of the equity pledge agreements, Xinlian Information and Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information) are entitled to all the dividends declared on the pledged equity interests. The equity pledge agreements will expire when the individual shareholder fully performed his obligations under the loan agreements.


The individual shareholder of Dianliang Information entered into a pledge agreement with the Group’s subsidiary Xinlian Information. The terms of the pledge agreement are substantially similar to those in the pledge agreements of Xinbao Investment described above.


Irrevocable Power of attorney


Pursuant to the power of attorney, the nominee equity holders of the Two PRC Affiliated Entities each executed an irrevocable power of attorney, appointing a person designated by Xinlian Information or Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information) as their attorney-in-fact to vote on their behalf on all matters of the Two PRC Affiliated Entities requiring equity holder approval. If Xinlian Information or Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information) designates the individual shareholders of the Two PRC Affiliated Entities to attend shareholders' meetings of the Two PRC Affiliated Entities, each of the individual shareholders agrees to vote his shares as instructed by Xinlian Information or Ying Si Kang information (later year of 2014 replaced with Bao Si Kang Information).


The Articles of Association of the Two PRC Affiliated Entities state that the major rights of the equity holders include the power to review and approve annual budget, operating strategy and investment plan, elect the members of board of directors and approve their compensation plan. Therefore, through the power of attorney arrangement, Xinlian Information and Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information) have the ability to exercise effective control over the Two PRC Affiliated Entities through equity holder votes and, through such votes, to also control the composition of the board of directors. In addition, the senior management teams of the Two PRC Affiliated Entities are the same as that of Xinlian Information and Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information).


Agreements that provide the Group the option to purchase the equity interests in the Two PRC Affiliated Entities


Exclusive Purchase Option Agreements


Pursuant to the exclusive purchase right agreements, Xinlian Information and Ying Si Kang Information (later year of 2014 replaced with Bao Si Kang Information) may purchase the entire equity interests in, or all the assets of the Two PRC Affiliated Entities, for a purchase price equal to the amount of the individual shareholder’s actual capital contributions to the Two PRC Affiliated Entities or the minimum price permitted by PRC laws, if and when PRC laws are amended to permit such a transaction.


Agreements that transfer economic benefits to Xinlian Information, Zhonglian Enterprise, and Litian


IT platform related service, consulting service and technology service agreements


Pursuant to IT platform service, technology service and consulting service agreements entered into between the Group’s PRC subsidiary Ying Si Kang Information and most of the subsidiaries of the Two PRC Affiliated Entities, Ying Si Kang Information agreed to grant rights to use the "CNinsure" brand and provide consulting and training services related to finance, taxation, IT platform and internal control compliance and services to ensure the normal operation of the mobile sales support system to most of subsidiaries of the Two PRC Affiliated Entities in exchange for fees payable quarterly calculated as a percentage of revenues of each insurance intermediary. Each of these agreements has an initial term of one year from the signing date and can be renewed each year upon mutual agreement. In 2013, we provided IT platform and software services to most of subsidiaries of the Two PRC Affiliated Entities through another of our PRC subsidiaries, Litian. We ceased providing IT services to these entities in 2014. But we resumed providing such services to these entities through Ying Si Kang Information in 2015.


These contractual arrangements allow the Group to effectively control the Two PRC Affiliated Entities and their subsidiaries, and to derive substantially all of the economic benefits from them. Accordingly, the Group treats the Two PRC Affiliated Entities as VIEs and because the Group is the primary beneficiary of the Two PRC Affiliated Entities, the Group has consolidated the financial results of the Two PRC Affiliated Entities and their subsidiaries.


In addition to the above agreements, which allow the Group to exercise effective control, have an exclusive option to purchase all or part of the equity interests and receive a substantial portion of the economic benefits from the Two PRC Affiliated Entities and their subsidiaries. The Group had also entered into similar contractual arrangements with the non-controlling interest shareholders of Guangdong Meidiya Investment before January, 2015 and Sichuan Yihe Investment Co., Ltd. ("Yihe Investments") before December 2015, respectively. In January 2015, the individual minority shareholders of Meidiya Investment transferred their respective equity interests in Meidiya Investment to CNinsure Group Company, the Group’s wholly-owned subsidiary. In addition, the contractual arrangements among Meidiya Investment, and their respective shareholders and subsidiaries were terminated. Consequently, Meidiya Investment became the Group’s wholly-owned subsidiary and ceased being a consolidated affiliated entity.


In December 2015, the individual minority shareholders of Yihe Investment transferred their respective equity interests in Yihe Investment to Zhonglian Enterprise and Xinlian Information. As a result, Zhonglian Enterprise, Xinlian Information and CNinsure Group Company owns 39.1%, 40.9% and 20% of the equity interests of Yihe Investment, respectively. In addition, the contractual arrangements among Yihe Investment and their respective shareholders and subsidiaries were terminated. Consequently, Yihe Investment became the Group’s wholly-owned subsidiary and ceased being a consolidated affiliated entity.


Risks in relation to VIE Arrangement


The Company believes that the contractual arrangements with PRC Affiliated Entities and their subsidiaries and their current shareholders are in compliance with PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could:


· revoking the business and operating licenses of the Group's PRC subsidiaries and VIEs;

· restricting or prohibiting any related-party transactions among the Group's PRC subsidiaries and VIEs;

· imposing fines or other requirements with which the Group may not be able to comply;

· requiring the Group to restructure the relevant ownership structure or operations; or

· restricting or prohibiting the Group from providing additional funding for its business and operations in China.

The Company's ability to conduct its business may be negatively affected if the PRC government were to carry out any of the aforementioned actions. As a result, the Company may not be able to consolidate the VIEs and their subsidiaries in its financial statements as it may lose the ability to exert effective control over the VIEs and their subsidiaries and its shareholders, and it may lose the ability to receive economic benefits from the VIEs and their subsidiaries.


The interests of the shareholders of the PRC Affiliated Entities may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing the PRC Affiliated Entities not to pay the service fees when required to do so. The Company cannot assure that when conflicts of interest arise, shareholders of the PRC Affiliated Entities will act in the best interests of the Company or that conflicts of interests will be resolved in the Company’s favor. Currently, the Company does not have existing arrangements to address potential conflicts of interest the shareholders of PRC Affiliated Entities may encounter in their capacity as beneficial owners and directors of PRC Affiliated Entities, on the one hand, and as beneficial owners and directors of the Company, on the other hand. The Company believes the shareholders of PRC Affiliated Entities will not act contrary to any of the contractual arrangements and the exclusive option agreements provide the Company with a mechanism to remove the current shareholders of PRC Affiliated Entities should they act to the detriment of the Company. The Company relies on certain current shareholders of PRC Affiliated Entities, as directors and executive officers of the Company, to fulfill their fiduciary duties and abide by laws of the PRC and Cayman Islands and act in the best interest of the Company. If the Company cannot resolve any conflicts of interest or disputes between the Company and the shareholders of PRC Affiliated Entities, the Company would have to rely on legal proceedings, which could result in disruption of its business, and there is substantial uncertainty as to the outcome of any such legal proceedings.


The Group have entered into contractual arrangements with the PRC Affiliated Entities which may be subject to scrutiny by the PRC tax authorities. A finding that the Group owe additional taxes could substantially reduce the consolidated net income of the PRC Affiliated Entities.


The VIEs are principally engaged in the provision of agency and e-business in the PRC.


Relevant PRC laws and regulations restrict the VIE from transferring a portion of its net assets, equivalent to the balance of its statutory reserve and its share capital, to the Company in the form of loans and advances or cash dividends. Please refer to note 20 for disclosure of restricted net assets.


The Group through contractual arrangements with Dianliang Information and Xinbao Investment, it controls the remaining five VIEs as of December 31, 2015 (seven VIEs as of December 31, 2014).


The financial information of the Company’s VIEs and VIEs' subsidiaries as of December 31, 2014 and 2015 and for the years ended December 31, 2013, 2014 and 2015, before intra-group eliminations between VIEs and other group entities, is as follows:


    As of December 31,
    2014   2015
    RMB   RMB
Total assets     63,090       103,740  
Total liabilities     38,716       104,795  

    Year Ended December 31,
    2013   2014   2015
    RMB   RMB   RMB
Net Revenues     125,961       72,645       108,133  
Net loss     (3,767 )     (9,636 )     (14,554 )
Net cash used in operating activities     (13,500 )     (49,782 )     37,943  
Net cash generated from (used in) investing activities     12,041       14,709       (31,682 )
Net cash generated from financing activities           33,370        

XML 34 R17.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 9 - Other Payables and Accrued Expenses
12 Months Ended
Dec. 31, 2015
Payables and Accruals [Abstract]  
Accounts Payable and Accrued Liabilities Disclosure [Text Block]
(9) Other Payables and Accrued Expenses

Components of other payables and accrued expenses are as follows:


    As of December 31,
    2014   2015
    RMB   RMB
         
Business and other tax payable     24,987       35,358  
Refundable deposits from employees and agents     9,705       13,239  
Professional fees     17,340       18,553  
Accrued expenses to third parties (note i)     23,677       42,622  
Payables for addition of office equipment, furniture and fixtures     8,618       8,618  
Advance from third parties     8,542       35,808  
Insurance compensation claim payable to customers     1,563       823  
Payable for equity acquisition of investment in affiliates/subsidiaries     4,685       38,495  
Contributions from members of eHuzhu mutual aid program     2,341       8,995  
Others     7,954       11,051  
Total     109,412       213,562  

(i) As of December 31, 2015, included in accrued expenses to third parties represents an amount of RMB19,500 payable to Chengdu Puyi Bohui Information Technology Co., Ltd., the shareholder of CNinsure Puyi Fund Sales Co. Ltd. ("Puyi Fund Sales") for marketing activities. The Group beneficially owns 19.5% equity interests in Puyi Fund Sales.

Other payables and accrued expenses are unsecured, interest-free and repayable on demand.


XML 35 R18.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 10 - Employee Benefit Plans
12 Months Ended
Dec. 31, 2015
Compensation and Retirement Disclosure [Abstract]  
Pension and Other Postretirement Benefits Disclosure [Text Block]
(10) Employee Benefit Plans

Employees of the Group located in the PRC are covered by the retirement schemes defined by local practice and regulations, which are essentially defined contribution plans. The calculation of contributions for these eligible employees is based on 10% to 22% of the applicable payroll cost according to the specific requirements of the local regime government.


In addition, the Group is required by law to contribute certain percentage of applicable salaries for medical insurance benefits, unemployment and other statutory benefits. The contribution percentages may different from district to district which is subject to the specific requirement of local regime government. The PRC government is directly responsible for the payments of the benefits to these employees.


For the years ended December 31, 2013, 2014 and 2015, the Group contributed RMB42,919, RMB45,467 and RMB47,955, respectively.


XML 36 R19.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 11 - Income Taxes
12 Months Ended
Dec. 31, 2015
Income Tax Disclosure [Abstract]  
Income Tax Disclosure [Text Block]
(11) Income Taxes

The Company is a tax exempted company incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to tax on their income or capital gains. In addition, upon any payments of dividends by the Group to its shareholders, no Cayman Islands withholding tax is imposed.


The Group’s subsidiaries and VIEs incorporated in PRC are subject to Income Tax in the PRC.


The provision for current income taxes of the subsidiaries operating in Hong Kong has been calculated by applying the current rate of taxation of 16.5% for the years ended December 31, 2013, 2014 and 2015, if applicable.


Pursuant to the relevant laws and regulations in the PRC, Litian, Shenzhen CNinsure Software Technology Co., Ltd ("CNinsure Software") and Ying Si Kang Information, the subsidiaries of the Group, were regarded as software companies and thus exempted from PRC Income Tax for two years starting from its first profit-making year, followed by a 50% reduction for the next three years. For Litian, year 2010 was the first profit-making year and accordingly, Litian has made a 12.5% tax provision for its profits for the years ended December 31, 2012, 2013 and 2014. For CNinsure Software, year 2012 was the first profit-making year and accordingly, CNinsure Software has not made any provision for PRC income tax for the years ended December 31, 2012 and 2013, and has made a 12.5% tax provision for its profits for the years ended December 31, 2014 and 2015. For Ying Si Kang Information, year 2014 is the first profit-making year and accordingly it has not made any provision for PRC income tax for the years ended December 31, 2014 and 2015.


The Group accounts for uncertain income tax positions by prescribing a minimum recognition threshold in the financial statements.


As of December 31, 2015, the Group’s liabilities for unrecognized tax benefits were included in other tax liabilities. The movements of unrecognized tax benefits are as follows:


    RMB
Balance as of January 1, 2013     47,589  
Gross increase in prior-period tax positions     3,146  
Balance as of December 31, 2013     50,735  
Offset per FASB ASU No. 2013-11—Income Taxes (Topic 740)     (4,808 )
Gross increase in prior-period tax positions     7,928  
Balance as of December 31, 2014     53,855  
Effect per FASB ASU No. 2013-11—Income Taxes (Topic 740)     825  
Gross increase in prior-period tax positions     15,674  
Balance as of December 31, 2015     70,354  

The uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities. Based on the outcome of any future examinations, or as a result of the expiration of statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits for tax positions taken regarding previously filed tax returns, might materially change from those recorded as liabilities for uncertain tax positions in the Group’s consolidated financial statements as of December 31, 2014 and 2015. In addition, the outcome of these examinations may impact the valuation of certain deferred tax assets (such as net operating losses) in future periods. The Group’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits, if any, as a component of income tax expense. The Company does not anticipate any significant increases or decreases to its liability for unrecognized tax benefit within the next twelve months.


According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of income taxes is due to computational errors made by the taxpayer. The statute of limitations will be extended to five years under special circumstances, which are not clearly defined, but an underpayment of income tax liability exceeding RMB100 is specifically listed as a special circumstance. In the case of a transfer pricing related adjustment, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion.


Income tax expenses are comprised of the following:


    Year Ended December 31,
    2013   2014   2015
    RMB   RMB   RMB
Current tax expense     29,436       25,607       26,932  
Deferred tax income     (2,278 )     (1,318 )     (1,067 )
Income tax expense     27,158       24,289       25,865  

The principal components of the deferred income tax assets and liabilities are as follows:


    As of December 31,
    2014   2015
    RMB   RMB
Current deferred tax assets:                
Operating loss carryforward     4,313       1,079  
Less: valuation allowances     (4,313 )     (1,079 )
Current deferred tax asset, net            
                 
Non-current deferred tax assets:                
Operating loss carryforward, after offset effect of ASU 2013-11     33,930       27,245  
Less: valuation allowances     (31,292 )     (25,587 )
Non-current deferred tax asset, net     2,638       1,658  
Total     2,638       1,658  
                 
Deferred tax liabilities:                
Intangible assets, net     6,769       3,895  
Investment income     18,162       18,162  
Total     24,931       22,057  

Due to the uncertainty of the level of PRC subsidiaries or VIEs’ taxable income, management does not believe certain subsidiaries or VIEs will generate sufficient taxable income such that it is more likely than not that the deferred tax assets will not be realized. As such, a valuation allowance has been established for these deferred tax assets as of December 31, 2014 and 2015. The Group had total operating loss carry-forwards of RMB166,557 and RMB131,198 as of December 31, 2014 and 2015, respectively. Such operating loss carry-forwards expire five years after the PRC subsidiaries or VIEs incur the loss unless utilized. As of December 31, 2015, the operating loss carry-forwards of RMB14,039, RMB20,306, RMB28,200, RMB34,400 and RMB34,254 is to expire for the years ended December 31, 2016, 2017, 2018, 2019 and 2020, respectively. During the year ended December 31, 2013, 2014 and 2015, nil, nil and RMB4,251, respectively, of tax loss carried forward has been expired and canceled.


Reconciliation between the provision for income taxes computed by applying the PRC enterprise income rate of 25% to net income before income taxes and income of affiliates, and the actual provision for income taxes is as follows:


    Year Ended December 31,
    2013   2014   2015
    RMB   RMB   RMB
Income before income taxes and income of affiliates     106,521       159,720       214,422  
PRC statutory tax rate     25 %     25 %     25 %
Income tax at statutory tax rate     26,630       39,930       53,605  
Expenses not deductible for tax purposes:                        
Entertainment     494       579       685  
Other     12,974       6,482       5,176  
Tax exemption and tax relief:                        
Tax rate differential     (27,686 )     (34,315 )     (44,381 )
Change in valuation allowance     13,812       2,934       (4,194 )
Uncertain tax provisions     3,148       7,928       15,674  
Other     (2,214 )     751       (700 )
Income tax expense     27,158       24,289       25,865  

Additional PRC income taxes that would have been payable without the tax exemption amounted to approximately RMB27,686, RMB34,315 and RMB44,381 for the years ended December 31, 2013, 2014 and 2015, respectively. Without such exemption, the Group’s basic and diluted net profit per share for the year ended December 31, 2013, 2014, and 2015 would have been decreased by RMB0.03, RMB0.03, and RMB0.04 respectively.


Under the New Taxation Law, enterprises are classified as either resident or non-resident. A resident enterprise refers to one that is incorporated under the PRC law or under the law of a jurisdiction outside the PRC with its "de facto management organization" located within the PRC. Non-resident enterprise refers to one that is incorporated under the law of a jurisdiction outside the PRC with its "de facto management organization" located also outside the PRC, but which has either set up institutions or establishments in the PRC or has income originating from the PRC without setting up any institution or establishment in the PRC. Under the New Enterprise Income Tax ("EIT") Implementation Regulation, "de facto management organization" is defined as the organization of an enterprise through which substantial and comprehensive management and control over the business, operations, personnel, accounting and properties of the enterprise are exercised. Under the New Taxation Law and the New EIT Implementation Regulation, a resident enterprise’s global net income will be subject to a 25% EIT rate. On April 22, 2009, the State Administration of Taxation (the "SAT"), issued SAT Circular 82,which provides certain specific criteria for determining whether the "de facto management body" of a PRC-controlled enterprise that is incorporated offshore is located in China. In addition, the SAT issued a bulletin on July 27, 2012 providing more guidance on the implementation of Circular 82 and clarifies matters such as resident status determination. Due to the present uncertainties resulting from the limited PRC tax guidance on this issue, it is unclear that the legal entities organized outside of PRC should be treated as residents for New Taxation Law purposes. Nevertheless, even if one or more of those entities were characterized as PRC tax residents, no significant impact would be expected on the net current tax payable balance and the net deferred tax balance.


If the entities were to be non-resident for PRC tax purpose, dividends paid to it out of profits earned after January 1, 2008 would be subject to a withholding tax. In the case of dividends paid by PRC subsidiaries the withholding tax would be 10% whereas in the case of dividends paid by PRC subsidiaries which are 25% or more directly owned by tax residents in the Hong Kong SAR, the withholding tax would be 5%.


Aggregate undistributed earnings of the Group’s subsidiaries and VIEs in the PRC that are available for distribution to the Group of approximately RMB1,967,287 and RMB1,954,541 as of December 31, 2014 and 2015 respectively, are considered to be indefinitely reinvested, and accordingly, no provision has been made for the dividend withholding taxes that would be payable upon the distribution of those amounts to the Group. If those earnings were to be distributed or they were determined to be no longer permanently reinvested, the Group would have to record a deferred tax liability in respect of those undistributed earnings of approximately RMB196,729 and RMB195,454, respectively.


Under applicable accounting principles, a deferred tax liability should be recorded for taxable temporary differences attributable to the excess of financial reporting over tax basis, including those differences attributable to a more-than-50-percent-owned domestic subsidiary. However, recognition is not required in situations where the tax law provides a means by which the reported amount of that investment can be recovered tax-free and the enterprise expects that it will ultimately use that means. The Group has not recorded any such deferred tax liability attributable to the undistributed earnings of its financial interest in VIE affiliates because the Group believes such excess earnings can be distributed in a manner that would not be subject to tax.


XML 37 R20.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 12 - Capital Structure
12 Months Ended
Dec. 31, 2015
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]
(12) Capital Structure

During 2015, the Company issued 6,754,720 new shares for the exercise of options, representing 0.59% of the total shares outstanding as of December 31, 2015.


During 2015, the Company repurchased 2,261,100 shares from the public market, representing 0.20% of the total shares outstanding as of December 31, 2015.


During 2014, the Company issued 1,704,380 new shares for the exercise of options, representing 0.15% of the total shares outstanding as of December 31, 2014.


In November 2014, the Group entered into share purchase agreements with the Employee Companies, for the issuance of up to 100,000,000 ordinary shares of the Group. In December 2014, the Group increased the new shares issued to the Employee Companies to 150,000,000 ordinary shares. The total 150,000,000 ordinary shares represented approximately 13.04% of the total enlarged outstanding share capital as of December 31, 2014. The subscription price for the 100,000,000 ordinary shares is US$0.27 per ordinary share or US$5.40 per ADS, while the subscription price for the additional 50,000,000 ordinary shares is US$0.29 per ordinary share or US$5.8 per ADS, both of which were the average closing prices for the 20 trading days prior to the board approvals of such transactions. Accordingly, the Group considers that the employees have subscribed these shares at prices that were set at the best estimation of the future market prices on issuance date, and the Group has no intention to compensate the employees with a below market price subscription; therefore, the Group has not recorded any share-based compensation expenses related to any price deviations of the Group’s ordinary shares from the board approval dates to issuances of these shares. The shares purchased by the Employee Companies are subject to 180 days lock-up. The sale of shares to the Employee Companies was completed on December 17, 2014.


In order to facilitate the purchase of shares by employees as described above, the Group has granted a loan to Employee Companies. The loans bear interest at a rate of 3% per annum and is repayable upon the sale of the shares by employees, termination of employment or within two years, whichever comes first. The interest rate is determined with reference to fair market prices and therefore no interest-related compensation expense is recorded. Please refer to note 2(m) for accounting policy details.


XML 38 R21.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 13 - Net Income Per Share
12 Months Ended
Dec. 31, 2015
Earnings Per Share [Abstract]  
Earnings Per Share [Text Block]
(13) Net Income per Share

The computation of basic and diluted net income per ordinary share is as follows:


  Year Ended December 31,
    2013   2014   2015
  RMB   RMB   RMB
Basic:            
Net income     99,984       166,080       215,481  
Less: Net income attributable to the noncontrolling interests     4,341       4,320       5,395  
Net income attributable to the Company’s shareholders     95,643       161,760       210,086  
Weighted average number of ordinary shares outstanding     998,861,526       1,005,842,212       1,151,705,374  
Basic net income per ordinary share     0.10       0.16       0.18  
Basic net income per ADS     1.92       3.22       3.65  
                         
Diluted:                        
Net income     99,984       166,080       215,481  
Less: Net income attributable to the noncontrolling interests     4,341       4,320       5,395  
Net income attributable to the Company’s shareholders     95,643       161,760       210,086  
Weighted average number of ordinary shares outstanding     998,861,526       1,005,842,212       1,151,705,374  
Weighted average number of dilutive potential ordinary shares from share options     1,708,492       6,749,175       51,618,147  
Total     1,000,570,018       1,012,591,387       1,203,323,521  
Diluted net income per ordinary share     0.10       0.16       0.17  
Diluted net income per ADS     1.91       3.19       3.49  

During the years ended December 31, 2013, 2014 and 2015, the Company had share options of which would potentially dilute earnings per share in the future, but which were excluded from the computation of diluted earnings per share as their effect would have been antidilutive, such share options consist of 38,222,880, 16,920 and nil, respectively.


XML 39 R22.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 14 - Distribution of Profits
12 Months Ended
Dec. 31, 2015
Distribution Of Profits Disclosure [Abstract]  
Distribution Of Profits Disclosure [Text Block]
(14) Distribution of Profits

As stipulated by the relevant PRC laws and regulations applicable to China’s foreign investment enterprise, the Group’s subsidiaries and VIEs in the PRC are required to maintain non-distributable reserves which include a statutory surplus reserve as of December 31, 2015. Appropriations to the statutory surplus reserve are required to be made at not less than 10% of individual company’s net profit as reported in the PRC statutory financial statements of the Company’s subsidiaries and VIEs. The appropriations to statutory surplus reserve are required until the balance reaches 50% of the registered capital of respective subsidiaries and VIEs.


The statutory surplus reserve is used to offset future losses. These reserves represent appropriations of retained earnings determined according to PRC law and may not be distributed. There are no appropriations to reserves by the Company other than the Group’s subsidiaries and VIEs in the PRC during the periods presented. Amounts contributed to the statutory reserves were RMB198,422 and RMB302,115 as of December 31, 2014 and 2015, respectively.


XML 40 R23.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 15 - Related Party Balances and Transactions
12 Months Ended
Dec. 31, 2015
Related Party Transactions [Abstract]  
Related Party Transactions Disclosure [Text Block]
(15) Related Party Balances and Transactions

The principal related party balances and transactions as of and for the years ended December 31, 2014 and 2015 are as follows:


 a) Amounts due from related parties:

  As of December 31,
    2014   2015
  RMB   RMB
Amount due from an affiliate and its subsidiaries, net (i)     209,601       36,508  
Subscription receivables (note 2(m) & note 12)     257,491       268,829  

(i) The Group agreed to grant a revolving loan with a maximum amount of US$50,000 (equivalent to RMB317,990 as per the agreement) to Sincere Fame and its subsidiaries pursuant to a facility letter entered in October 2011 (the “Facility"). The Facility is valid for two years and is renewed upon mutual agreement for another two years in October 2013 and October 2015. On January 1, 2012, the Group and Sincere Fame further entered into a supplemental loan agreement, which established the legal rights to offset the interests and amounts receivable or payable between the Group and Sincere Fame, and all the subsidiaries of the Group and Sincere Fame. The amounts are unsecured and bear interest at 7.3% and are repayable on demand. As of December 31, 2014 and 2015, the amount due from Sincere Fame and its subsidiaries represented RMB179,681 and nil principal receivable, respectively, and RMB28,420 and RMB36,508 interest receivable respectively. In addition, as of December 31, 2014 and 2015, RMB1,500 and nil account receivables represent the amount due from Sincere Fame and its subsidiaries which are unsecured, interest-free and repayable on demand.

 b) A subsidiary of the Company provided information technology service to an affiliate and charged RMB1,415, nil and nil for the years ended December 31, 2013, 2014, and 2015, respectively.

The Group charged affiliates interest income of RMB6,843, RMB12,170 and RMB8,088 for loans receivable for the years ended December 31, 2013, 2014, and 2015, respectively.

 c) A subsidiary of the Group held a 30% equity interest in Beijing Fanhua Micro-credit Company Limited, on behalf of Shenzhen Fanhua United Investment Group, which is a subsidiary of Sincere Fame.

XML 41 R24.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 16 - Commitments and Contingencies
12 Months Ended
Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Disclosure [Text Block]
(16) Commitments and Contingencies

(i) The Group has several non-cancelable operating leases, primarily for office premises.


Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum operating lease payments as of December 31, 2015 are:


    Minimum Lease Payment
    RMB
Year ending December 31:        
2016     31,152  
2017     16,080  
2018     7,516  
2019     6,535  
2020     4,121  
Total     65,404  

Rental expenses incurred under operating leases for the years ended December 31, 2013, 2014 and 2015 amounted to RMB30,509, RMB27,455 and RMB36,206, respectively.


(ii) The Group entered into various acquisition agreements which contain certain purchase considerations that are contingent upon future performance of the acquired companies. Please refer to note 3 for more details.


XML 42 R25.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 17 - Concentrations of Credit Risk
12 Months Ended
Dec. 31, 2015
Risks and Uncertainties [Abstract]  
Concentration Risk Disclosure [Text Block]
(17) Concentrations of Credit Risk

Concentration risks


Details of the customers accounting for 10% or more of total net revenues from commissions and fees are as follows:


    Year ended December 31,
    2013   % of sales   2014   % of sales   2015   % of sales
    RMB       RMB       RMB    
PICC Property and Casualty Company Limited ("PICC")     346,405       20 %     442,608       21 %     676,939       24 %
China Pacific Property Insurance Co., Ltd. ("CPIC")     204,983       12 %     255,655       12 %     315,961       11 %
Ping An Property & Casualty Insurance Company of China, Ltd. ("Ping An").     248,102       14 %     294,228       14 %     283,935       10 %
      799,490       46 %     992,491       47 %     1,276,835       45 %

Details of the customers which accounted for 10% or more of accounts receivable are as follows:


    As of December 31,
    2014   %   2015   %
    RMB       RMB    
PICC.     32,117       17 %     53,851       22 %
CPIC     22,927       12 %     28,947       12 %
Ping An.     28,903       16 %     *       *  
Huaxia Life Insurance Company Limited    

*

     

*

      26,456       11 %
      83,947       45 %     109,254       45 %

* represented less than 10% of account receivables as of the year end.


The Group performs ongoing credit evaluations of its customers and related parties and generally does not require collateral on accounts receivable.


The Group places its cash and cash equivalents with financial institutions with high-credit ratings and quality.


The Group performs ongoing credit evaluations on the amounts due from Sincere Fame and its subsidiaries (note 15(a)(i)). As the Group has significant influences over the operations of Sincere Fame through its equity investment in Sincere Fame, and in view of the historically positive operating results of Sincere Fame and its subsidiaries, the Group considered that the credit risks on the amounts due from an affiliate and its subsidiaries are not significant.


Currency risk


Except for the proceeds from the initial public offering and the follow-on offering (which were in USD), substantially all of the revenue-generating operations of the Group are transacted in RMB, which is not freely convertible into foreign currencies. On January 1, 1994, the PRC government abolished the dual rate system and introduced a single rate of exchange as quoted by the People’s Bank of China. However, the unification of the exchange rate does not imply convertibility of RMB into USD or other foreign currencies. All foreign exchange transactions must take place either through the People’s Bank of China or other institutions authorized to buy and sell foreign exchange or at a swap center. Approval of foreign currency payments by the People’s Bank of China or other institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.


XML 43 R26.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 18 - Non-Cash Transactions
12 Months Ended
Dec. 31, 2015
Supplemental Cash Flow Elements [Abstract]  
Cash Flow, Supplemental Disclosures [Text Block]
(18) Non-Cash Transactions

The Group entered into the following non-cash investing and financing activities:


    Year ended December 31,
    2013   2014   2015
    RMB   RMB   RMB
Considerations payable in connection with acquisition of additional interests in subsidiaries           4,685       34,310  
Considerations payable in connection with other investment     3,720              
Subscription receivables from employee companies (Note 2(m) & Note 12)           257,491        

XML 44 R27.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 19 - Share-based Compensation
12 Months Ended
Dec. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
(19) Share-based Compensation

2014 InsCom Options


On March 29, 2012, the shareholders of InsCom Holdings Limited ("InsCom"), a private subsidiary of which the Group has a 65.1% equity interest, have resolved on the adoption of a share incentive plan, under which the maximum number of ordinary shares that can be granted is 202,400,000 shares, equal to 20% of the total number of ordinary shares outstanding at InsCom as at March 28, 2012, and that the board of directors are authorized to grant such options.


On July 1, 2014, InsCom granted stock options to purchase 3,477,281 of its ordinary shares to its entrepreneurial agents and 8,189,000 ordinary shares to its employees (the "2014 InsCom Options"). The number of options that the grantees are entitled to in each year will be calculated based on the key performance indicator scores of the grantees in the respective prior year and subject to their continued services to the InsCom and the Group. For options granted to agents, 3,477,281 ordinary shares ("Option K1") shall vest on June 30, 2015, and the expiration date is December 31, 2016. For options granted to employees, ordinary shares of 4,259,000 ("Option K2") shall vest on July 1, 2014, and the remaining ordinary shares of 3,930,000 ("Option K3") shall vest on June 30, 2015, the expiration date is June 30, 2020. The 2014 InsCom Options have an exercise price of RMB0.028 per ordinary share. There is no intrinsic value of the options as of the date of grant.


As of the grant date and the periods presented, the fair values of the 2014 InsCom Options were estimated to be of nominal values. The share-based compensation expenses related to the 2014 InsCom Options was RMB109 and nil for the years ended December 31, 2014 and 2015, respectively. No shares of 2014 InsCom Options had been exercised.


2013 InsCom Options


On June 24, 2013, InsCom granted stock options to purchase 5,914,312 of its ordinary shares to its entrepreneurial agents and 14,744,000 ordinary shares to its and the Group's employees (the "2013 InsCom Options"). The number of options that the grantees are entitled to in each year will be calculated based on the key performance indicator scores of the grantees in the respective prior year and subject to their continued services to the InsCom and the Group. For options granted to agents, 60,000 ordinary shares ("Option J1") was vested immediately on June 24, 2013, and the remaining ("Option J2") of the award options shall vest on June 30, 2014, the expiration date for options granted to agents is December 31, 2014. For options granted to employees ("Option J3"), the vesting date is June 30, 2014, and the expiration date is June 30, 2018. The 2013 InsCom Options have an exercise price of RMB1.20 per ordinary share. The exercise price and expiration date for 2013 InsCom Options was later modified) (See "option modification" section of the note). There is no intrinsic value of the options as of the date of grant.


As of the grant date and the periods presented, the fair values of the 2013 InsCom Options were estimated to be of nominal values. The share-based compensation expenses related to the 2013 InsCom Options was RMB6, nil and nil for the years ended December 31, 2013, 2014 and 2015, respectively. No shares of 2013 InsCom Options had been exercised.


2012 InsCom Options


On April 2, 2012, InsCom granted stock options to purchase 36,515,586 of its ordinary shares to its entrepreneurial agents and 24,492,750 ordinary shares to its and the Group's employees (the "2012 InsCom Options"). Pursuant to the option agreements entered into between the Company and the option grantees, the options shall vest over a two-year period from 2012 to 2013. The number of options that the grantees are entitled to in each year will be calculated based on the key performance indicator scores of the grantees in the respective prior year and subject to their continued services to the InsCom and the Group. For options granted to agents, 86% ("Option I1") was vested immediately on April 2, 2012, and the remaining 14% ("Option I2") of the award options shall vest on June 30, 2013. The expiration date for options granted to agents is December 31, 2014. For options granted to employees, 36% ("Option I3") was vested immediately on April 2, 2012, and the remaining 64% ("Option I4") of the award options shall vest on June 30, 2013, and the expiration date for options granted to employees is June 30, 2017. The 2012 InsCom Options have an exercise price of RMB1.00 per ordinary share. The exercise price and expiration date for 2012 InsCom Options was later modified) (See "option modification" section of the note). There is no intrinsic value of the options as of the date of grant.


As of the grant date and the periods presented, the fair values of the 2012 InsCom Options were estimated to be of nominal values. The share-based compensation expenses related to the 2012 InsCom Options was RMB6, nil and nil for the years ended December 31, 2013, 2014 and 2015 respectively. As of December31, 2015, no shares of 2012 InsCom Options had been exercised.


2012 Option


a. 2012 Options G

On March 12, 2012, the Company granted options ("2012 Options G") to its directors and employees to purchase up to 92,845,000 ordinary shares of the Company. Pursuant to the option agreements entered into between the Company and the option grantees, the options shall vest over a five-year service period from 2012 to 2016. The members of the board of directors of the Company received 8,800,000 stock options, which require continued services to the Company but with no other performance conditions. For the rest of the 2012 Option G awards, the number of options that the grantees are entitled to in each year will be calculated based on the key performance indicator scores of the grantees in the respective prior year and subject to their continued employment with the Company. Accordingly, 20% ("Option G1"), 20% ("Option G2"), 25% ("Option G3"), 20% ("Option G4") and 15% ("Option G5") of the award options shall vest on May 31 each of the years 2012 to 2016, respectively. The expiration date of the 2012 Options is March 12, 2022. The 2012 Options G had an exercise price of US$0.30 (RMB1.90) and an intrinsic value of US$0.04 (RMB0.26) per ordinary share, except for the 3,200,000 options granted to the two independent directors which had an exercise price of US$0.31 (RMB1.98) and an intrinsic value of US$0.03(RMB0.17) per ordinary share. The exercise price for Option G was later modified to US$0.001 (RMB0.006) and the number of shares are reduced by half (See "option modification" section of the note). The fair value of the options was determined by using the Black-Scholes option pricing model with the following assumptions:


    Option G1   Option G2   Option G3   Option G4   Option G5
Weight average assumptions – expected dividend yield     0 %     0 %     0 %     0 %     0 %
Risk-free interest rate     2.02 %     2.16 %     2.29 %     2.42 %     2.55 %
Expected life (years)     5.11       5.61     6.11       6.61       7.11  
Expected volatility     74.54 %     74.54 %     74.54 %     74.54 %     74.54 %

The expected dividend yield was estimated by the Company based on its dividend policy over the expected life of the options. Risk-free interest rate was estimated based on the USD Treasury Bond Yield and pro-rated according to the tenor of the options plus a risk premium of 1.05% to cater the higher sovereign risk of China. The expected term was estimated by taking into consideration the expiration period and the vesting terms. Expected volatility was estimated based on the longest available historical annualized daily volatilities of the Company.


For the years ended December 31, 2013, 2014 and 2015, share-based compensation expenses of RMB35,732, RMB22,200 and RMB12,940 were recognized in connection with the 2012 Options G, respectively. During the years ended December 31, 2015, 5,923,620 shares of 2012 Options G had been exercised. During the years ended December 31, 2013, 2014 and 2015, 786,670, 932,305 and 114,250 shares of 2012 Options G, respectively, were forfeited due to employee resignations. No share-based compensation expense related to the forfeited options was recognized.


b. 2012 Options H

On March 12, 2012, the Company granted options ("2012 Options H") to its entrepreneurial agents and captains (non-employees) to purchase 3,800,000 ordinary shares of the Company, of which 3,000,000 and 800,000 options were granted to agents and captains respectively. Pursuant to the option agreements entered into between the Company and the option grantees, 40% ("Option H1"), 40% ("Option H2") and 20% ("Option H3") of the 3,000,000 award options granted to agents shall vest in May 31, 2014, 2015 and 2016 of each year respectively; and 40% ("Option H4"), 40% ("Option H5") and 20% ("Option H6") of the 800,000 award options granted to captains shall vest in May 31, 2013, 2014 and 2015 of each year respectively. The number of options that the grantees are entitled to in each year of 2013 to 2016 will be calculated based on the key performance indicator scores of the grantees in the respective prior year and subject to their continued agent services with the Company. The expiration date of the 2012 Options H is March 12, 2022. The 2012 Options H had an exercise price of US$0.30 (RMB1.90), which was later modified to US$0.001 (RMB0.006) (See "option modification" section of the note) and an intrinsic value of US$0.04 (RMB0.26) per ordinary share as of the date of grant.


The fair value of the options was determined by using the Black-Scholes option pricing model with the following assumptions as of December 31, 2015, exclude Option H1, H4 and H5, and H2 and H6 which were vested on May 31, 2013, May 31, 2014 and May 31, 2015 respectively:


    Option H3
Stock price per underlying ordinary shares     US$0.46  
Weight average assumptions – expected dividend yield     0 %
Risk-free interest rate     1.60 %
Expected life     4.31  
Expected volatility     64.83 %

The expected dividend yield was estimated by the Company based on its dividend policy over the expected life of the options. Risk-free interest rate was estimated based on the USD Treasury Bond Yield and pro-rated according to the tenor of the options plus a risk premium of 1.05% to cater the higher sovereign risk of China. The expected term was estimated by taking into consideration the expiration period and the vesting terms. Expected volatility was estimated based on daily stock prices of comparable companies for a period with length commensurate to expected term.


For the years ended December 31, 2013, 2014 and 2015, share-based compensation expenses of RMB1,288, RMB1,289 and RMB1,213 were recognized in connection with the 2012 Options H, respectively. During the year ended December 31, 2015, 62,140 of 2012 Options H had been exercised. During the years ended December 31, 2013, 2014 and 2015,143,664, 898,740 and 284,978 shares of 2012 Options H, respectively, were forfeited due to termination of agency contracts. No share-based compensation expense related to the forfeited options was recognized.


2009 Options


On March 9, 2009, the Company granted options ("2009 Options") to its employees to purchase 10,000,000 ordinary shares of the Company. Pursuant to the option agreements entered into between the Company and the option grantees, the options shall vest over a four-year period, with 30% ("Option D1"), 30% ("Option D2"), 20% ("Option D3") and the remaining 20% ("Option D4") of the options vesting on March 31 of each of the years 2010 to 2013, respectively, subject to the continuous employment of the option grantees and their key performance indicators ("KPI") results for the year 2009. The expiration date of the 2009 Options is March 31, 2015, which was later modified to December 31, 2017 (See "option modification" section of the note). The 2009 Options have an exercise price of US$0.34 (RMB2.30) per ordinary share, equal to the price per ordinary share quoted on the Nasdaq Global Select Market at the date of passing the resolutions. There is no intrinsic value of the options as of the date of grant. The fair value of the options was determined by using the Black-Scholes option pricing model with the following assumptions:


    Option D1   Option D2   Option D3   Option D4
Weight average assumptions – expected dividend yield     0 %     0 %     0 %     0 %
Risk-free interest rate     3.35 %     3.51 %     3.55 %     3.61 %
Expected life (years)     3.56       4.06       4.56       5.06  
Expected volatility     33.0 %     31.9 %     32.2 %     31.2 %

During the years ended December 31, 2015, 394,420 shares of 2009 Options had been exercised. The expected term was estimated by taking into consideration the expiration period and the vesting terms. Expected volatility was estimated based on daily stock prices of comparable companies for a period with length commensurate to expected term.


For the years ended December 31, 2013, 2014 and 2015, share-based compensation expenses of RMB238, nil and nil was recognized in connection with the 2009 Options respectively, excluding the incremental expenses related to the option modification in December 2013 (See "option modification" section of the note). During the years ended December 31, 2013, 2014 and 2015, 231,600, 110,900 and 30,100 shares of 2009 Options, respectively, were forfeited due to employee resignations. No share-based compensation expense related to the forfeited options was recognized.


2008 Options


On November 21, 2008, the Company granted options to purchase 32,000,000 ordinary shares of the Company to certain directors and employees ("2008 Options"). Pursuant to the option agreements entered into between the Company and the option grantees, the options shall vest over a four-year period, with 30% ("Option C1"), 30% ("Option C2"), 20% ("Option C3") and the remaining 20% ("Option C4") of the options vesting on March 31 of each of the years 2010 to 2013, respectively, subject to the continuous employment of the option grantees and their KPI results for the year 2009. The expiration date of the 2008 Options is March 31, 2015, which was later modified to December 31, 2017 (See "option modification" section of the note). The 2008 Options have an exercise price of US$0.28 (RMB1.90), equal to the fair value of the Company’s share price at the grant date. There is no intrinsic value of the options as of the date of grant. The fair value of the options was determined by using the Black-Scholes option pricing model with the following assumptions:


    Option C1   Option C2   Option C3   Option C4
Weight average assumptions – expected dividend yield     0 %     0 %     0 %     0 %
Risk-free interest rate     3.70 %     3.71 %     3.93 %     4.07 %
Expected life (years)     3.86       4.36       4.86       5.36  
Expected volatility     28.2 %     28.9 %     28.0 %     27.6 %

During the year ended December 31, 2015, 374,540 shares of 2008 Options had been exercised. The expected term was estimated by taking into consideration the expiration period and the vesting terms. Expected volatility was estimated based on daily stock prices of comparable companies for a period with length commensurate to expected term.


For the years ended December 31, 2013, 2014 and 2015, share-based compensation expenses of RMB946, nil and nil, respectively, was recognized in connection with 2008 Options, excluding the incremental expenses related to the option modification in December 2013 (See "option modification" section of the note). During the years ended December 31, 2013, 2014 and 2015 respectively, 269,800, 171,700 and nil shares of 2008 Options, respectively, were forfeited due to employee resignations. No share-based compensation expense related to the forfeited options was recognized.


Option modification


In December 2013, the board of directors approved an option modification to extend the expiration dates of the outstanding 2008 Options and 2009 Options to December 31, 2017. Other terms of the options grants remain unchanged. The Company had taken a modification charge for the incremental compensation cost of RMB6,700 to the consolidated statement of income and comprehensive income for the year ended December 31, 2013, the period in which the modification occurred.


In December 2013, the chairman of InsCom approved an option modification to extend the expiration dates of all InsCom options for one year and revised the exercise price of the options to RMB0.025 per ordinary share, the fair value as of the modification date. The Company had taken a modification charge for the incremental compensation cost of RMB401 to the consolidated statement of income and comprehensive income for the year ended December 31, 2013, the period in which the modification occurred.


In November 2014, the board and compensation committee passed a resolution to modify the exercise price of the 2012 Options. The exercise price of the remaining unexercised the 2012 Options was reduced from $0.30 per ordinary share (for certain directors, officers, key employees and sales agents) and $0.31 per ordinary share (for one independent director who is a resident of the United States) to $0.001 per ordinary share while the maximum aggregate award of 96,645,000 ordinary shares was reduced to 46,722,500 ordinary shares. The options are subject to the same service period. As of December 31, 2014, except for the options granted to one of the independent directors, outstanding options to purchase 91,327,722 ordinary shares were modified into 45,663,861 shares options. There was no incremental cost as a result of such option modification.


In October 2015, the chairman of InsCom approved an option modification to extend the expiration dates of 2012 InsCom options and 2013 InsCom options to December 31, 2020. Other terms of the options grants remain unchanged. The Company had taken a modification charge for the incremental compensation cost of RMB100 to the consolidated statement of income and comprehensive income for the year ended December 31, 2015, the period in which the modification occurred.


For each of the three years ended December 31, 2013, 2014 and 2015, changes in the status of outstanding options, excluding the InsCom options, were as follows:


    Number of
options
  Weighted average exercise price in RMB   Aggregate Intrinsic Value
RMB
Outstanding as of January 1, 2013     133,161,231       1.92       15,436  
Forfeited     (1,431,734 )     1.96          
Outstanding as of December 31, 2013     131,729,497       1.92       15,436  
Exercised     (1,704,380 )     2.09          
Forfeited     (2,113,656 )     1.92          
Modification of the 2012 Options     (45,663,861 )     1.90          
Outstanding as of December 31, 2014     82,247,600       1.93       10,177  
Exercised     (6,754,720 )     1.92          
Forfeited     (429,328 )     1.93          
Outstanding as of December 31, 2015     75,063,552       1.93       70,931  
Exercisable as of December 31, 2015     67,775,401       1.94       63,801  

As of December 31, 2015, there were a total of 7,288,151 outstanding unvested options for the Group. As of December 31, 2015, there was RMB4,893 of total unrecognized compensation cost related to share options granted in 2012, which was expected to be recognized in the year of 2016.


No 2012 InsCom Options was exercised, or cancelled during the years ended December 31, 2014 and 2015. There was negligible unrecognized cost as of December 31, 2015. As of December 31, 2015, 6,036,035 shares of 2012 InsCom Options were forfeited because of resignation of the option holders. As of December 31, 2015, 54,972,301 shares of the 2012 InsCom Options were outstanding and exercisable, with weighted average remaining contractual life of 5 years and exercise price of RMB0.025 per ordinary share.


No 2013 InsCom Options was exercised or cancelled during the years ended December 31, 2014 and 2015, and there was no unrecognized cost expected to be recognized as of December 31, 2015. As of December 31, 2015, 4,119,879 shares were forfeited. As of December 31, 2015, 16,538,433 shares of the 2013 InsCom Options were outstanding and exercisable, with weighted average remaining contractual life of 5 years and exercise price of RMB0.025 per ordinary share.


No 2014 InsCom Options was exercised or cancelled during the years ended December 31, 2014 and 2015, and there was no unrecognized cost expected to be recognized as of December 31, 2015. As of December 31, 2015, 2,073,794 shares were forfeited. As of December 31, 2015, 9,592,487 shares of the 2014 InsCom Options were outstanding and exercisable, with weighted average remaining contractual life of 3.8 years and exercise price of RMB0.028 per ordinary share.


The following table summarizes information about the Company’s share option plans for the years ended December 31, 2013, 2014 and 2015, excluding the InsCom options, were:


    Year ended December 31,
    2013   2014   2015
    RMB   RMB   RMB
Weighted-average grant-date fair value per share of options granted                  
Total intrinsic value of options exercised           837       17,399  
Total fair value of share options vested     34,362       44,912       38,178  

The following table summarizes information about the Company’s stock option plans as of December 31, 2015, excluding the InsCom options, were:


    Options outstanding   Weighted average remaining contractual life (Years)   Weighted average exercise price in RMB   Options Exercisable
2012 Options G     39,838,822       6.25       0.006       32,770,447  
2012 Options H     1,023,310       6.25       0.006       803,534  
2009 Options     6,575,480       2.00       2.30       6,575,480  
2008 Options     27,625,940       2.00       1.90       27,625,940  
Total     75,063,552                       67,775,401  

XML 45 R28.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 20 - Restricted Net Assets
12 Months Ended
Dec. 31, 2015
Disclosure Text Block Supplement [Abstract]  
Restricted Assets Disclosure [Text Block]
(20) Restricted Net Assets

Relevant PRC statutory laws and regulations permit payments of dividends by the Group’s PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. As a result of these PRC laws and regulations, the Group’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets either in the form of dividends, loans or advances. As of December 31, 2014 and 2015, the Company had restricted net assets of RMB2,055,417 and RMB2,164,132 (including RMB131,313 and RMB78,847 restricted share capital and statutory reserve of the VIEs), respectively, which were not eligible to be distributed. These amounts were comprised of the registered capital of the Company’s PRC subsidiaries and the statutory reserves disclosed in note 14.


XML 46 R29.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 21 - Segment Reporting
12 Months Ended
Dec. 31, 2015
Segment Reporting [Abstract]  
Segment Reporting Disclosure [Text Block]
(21) Segment Reporting

The Group operated three operating segments: (1) insurance agency business segment, which mainly consists of providing agency services for P&C insurance products and life insurance products to individual clients, (2) insurance brokerage business segment, which mainly consists of providing P&C and life insurance brokerage services to institutional clients, and (3) claims adjusting segment, which consists of providing pre-underwriting survey, claim adjusting, disposal of residual value, loading and unloading supervision and consulting services. Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the Group's chief operating decision maker in deciding how to allocate resources and in assessing performance.


The following table shows the Group’s operations by business segment for the years ended December 31, 2013, 2014 and 2015. Other includes revenue and expenses that are not allocated to reportable segments and corporate related items.


    Year ended December 31,
    2013   2014   2015   2015
    RMB   RMB   RMB   US$
Net revenues                                
Agency     1,418,512       1,624,410       2,155,264       332,716  
Brokerage     63,418       232,620       369,198       56,994  
Claims Adjusting     261,206       292,981       303,846       46,906  
Other     13,888                    
Total net revenues     1,757,024       2,150,011       2,828,308       436,616  
Operating costs and expenses                                
Agency     (1,305,306 )     (1,486,871 )     (1,969,329 )     (304,012 )
Brokerage     (53,719 )     (197,017 )     (319,124 )     (49,264 )
Claims Adjusting     (234,129 )     (275,539 )     (292,613 )     (45,171 )
Other     (145,884 )     (159,685 )     (168,720 )     (26,046 )
Total operating costs and expenses     (1,739,038 )     (2,119,112 )     (2,749,786 )     (424,493 )
Income (loss) from operations                                
Agency     113,206       137,539       185,935       28,704  
Brokerage     9,699       35,603       50,074       7,730  
Claims Adjusting     27,077       17,442       11,233       1,735  
Other     (131,996 )     (159,685 )     (168,720 )     (26,046 )
Total income from operations     17,986       30,899       78,522       12,123  

    As of December 31,
    2014   2015   2015
    RMB   RMB   US$
Segment assets                        
Agency     1,682,305       454,803       70,209  
Brokerage     118,139       160,286       24,744  
Claims Adjusting     116,877       226,121       34,907  
Other     1,831,165       3,173,218       489,861  
Total assets     3,748,486       4,014,428       619,721  

Substantially all of the Group’s revenues for the three years ended December 31, 2013, 2014 and 2015 were generated from the PRC. A substantial portion of the identifiable assets of the Group is located in the PRC. Accordingly, no geographical segments are presented.


XML 47 R30.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 22 - Subsequent Event
12 Months Ended
Dec. 31, 2015
Subsequent Events [Abstract]  
Subsequent Events [Text Block]
(22) Subsequent event

In January 2016, the individual shareholder of Dianliang Information, transferred 100% of the equity interest of Dianliang Information to Tibet Zhuli Investment Co., Ltd., a wholly-owned subsidiary if the Group. As a result, Dianliang Information become the wholly-owned subsidiaries and the Group have obtained direct equity ownership in all of the insurance intermediary businesses and an online mutual aid platform in the PRC.


In January 2016, the NEEQ reportedly informed brokerage firms that the listings of all non-mainstream financial services companies will be temporarily suspended. It is unclear whether or not CISLA will be treated as a non-mainstream financial services company and how the decision may affect the listing of CISLA. But it may prolong the review process by the NEEQ and increase uncertainty as to when and whether the listing application will be approved. The proposed listing may not be successful and the Group may incur substantial costs in connection with the proposed listing.


In March 2016, during the fourth session of the 12th National People’s Congress, it was announced that the VAT reform will be fully rolled out and extended to all industries including construction, real estate, financial services and lifestyle services. Subsequently, the State Administration of Taxation and Ministry of Finance jointly issued a Notice on Preparing for the Full Implementation of the VAT Reform (Cai Shui [2016] No. 32). Accordingly, the Group will pay value-added tax instead of business tax starting from May 1, 2016. The Group is in the process of evaluating the impact on the consolidated financial statements.


XML 48 R31.htm IDEA: XBRL DOCUMENT v3.3.1.900
Schedule 1 - Condensed Financial Statements of the Company
12 Months Ended
Dec. 31, 2015
Condensed Financial Information of Parent Company Only Disclosure [Abstract]  
Condensed Financial Information of Parent Company Only Disclosure [Text Block]

SCHEDULE 1—CONDENSED FINANCIAL STATEMENTS OF THE COMPANY


Balance Sheets


(In thousands, except for shares)


    As of December 31,
    2014   2015   2015
    RMB   RMB   US$
ASSETS:                        
Current assets:                        
Cash and cash equivalents     9,707       5,349       826  
Other receivables     296       213,806       33,006  
Amounts due from subsidiaries     1,539,702       1,394,118       215,215  
Total current assets     1,549,705       1,613,273       249,047  
Non-current assets:                        
Investment in subsidiaries     1,700,295       1,736,488       268,067  
Total assets     3,250,000       3,349,761       517,114  
                         
LIABILITIES AND SHAREHOLDERS’ EQUITY:                        
Current liabilities:                        
Other payables     2,723       4,602       710  
Amounts due to subsidiaries     36,525       27,729       4,281  
Total liabilities     39,248       32,331       4,991  
Ordinary shares (Authorized shares:10,000,000,000 at US$0.001 each; issued and outstanding shares: 1,150,565,906 and 1,155,059,526 as of December 31, 2014 and 2015, respectively)     8,563       8,592       1,326  
Additional paid-in capital     2,601,401       2,454,244       378,870  
Retained earnings     963,385       1,173,471       181,153  
Accumulated other comprehensive loss     (105,106 )     (50,048 )     (7,726 )
Subscription receivables     (257,491 )     (268,829 )     (41,500 )
Total shareholders’ equity     3,210,752       3,317,430       512,123  
Total liabilities and shareholders' equity     3,250,000       3,349,761       517,114  

Statements of Income and Comprehensive Income


(In thousands)


    Year Ended December 31,
    2013   2014   2015   2015
    RMB   RMB   RMB   US$
General and administrative expenses     (50,633 )     (31,191 )     (19,839 )     (3,062 )
Interest income     6,847       12,464       15,913       2,456  
Equity in earnings of subsidiaries     139,429       180,487       214,012       33,038  
Net income     95,643       161,760       210,086       32,432  
Other comprehensive (loss) income, net of tax:                      
Foreign currency translation adjustments     (6,982 )     6,008       6,153       949  
Share of other comprehensive income of affiliates, net of tax                 37,567       5,799  
Comprehensive income attributable to the Company's shareholders     88,661       167,768       253,806       39,180  

Statements of Shareholders’ Equity


(In thousands, except for shares)


  Share Capital       Treasury Stock     Accumulated        
  Number of
Share
  Amounts   Additional
Paid-in
Capital
  Number of
Share
  Amounts   Retained
Earnings
  Other
Comprehensive Income
  Subscription Receivables   Total
  RMB   RMB   RMB   RMB   RMB   RMB   RMB   RMB   RMB
Balance as of January 1, 2013     998,861,526       7,624       2,284,906                   705,982       (104,132 )           2,894,380  
Net income                                   95,643                   95,643  
Foreign currency translation                                         (6,982 )           (6,982 )
Share-based compensation                 44,904                                     44,904  
Other                 152                                     152  
Balance as of December 31, 2013     998,861,526       7,624       2,329,962                   801,625       (111,114 )           3,028,097  
Net income                                   161,760                   161,760  
Issue new shares to employees     150,000,000       928       256,563                               (257,491 )      
Foreign currency translation                                         6,008             6,008  
Exercise of share options     1,704,380       11       3,172                                     3,183  
Share-based compensation                 23,598                                     23,598  
Other                 (11,894 )                                   (11,894 )
Balance as of December 31, 2014     1,150,565,906       8,563       2,601,401                   963,385       (105,106 )     (257,491 )     3,210,752  
Net income                                   210,086                   210,086  
Foreign currency translation                                         17,491       (11,338 )     6,153  
Repurchase of ordinary shares                       (2,261,100 )     (6,276 )                       (6,276 )
Exercise of share options     4,493,620       29       (4,787 )     2,261,100       6,276                         1,518  
Share-based compensation                 17,653                                     17,653  
Acquisition of additional interest in a subsidiary                 (160,023 )                                   (160,023 )
Share of other comprehensive income in affiliates                                         37,567             37,567  
Balance as of December 31, 2015     1,155,059,526       8,592       2,454,244                   1,173,471       (50,048 )     (268,829 )     3,317,430  
Balance as of December 31, 2015 in US$             1,326       378,870                 181,153     (7,726 )     (41,500 )     512,123  

Statements of Cash Flows 


(In thousands)


    Year Ended December 31,
    2013   2014   2015   2015
    RMB   RMB   RMB   US$
OPERATING ACTIVITIES                                
Net income     95,643       161,760       210,086       32,432  
Adjustments to reconcile net income to net cash generated from (used in) operating activities:                                
Equity in earnings of subsidiaries     (139,016 )     (180,487 )     (214,012 )     (33,038 )
Compensation expenses associated with stock options     44,904       23,598       17,653       2,725  
Changes in operating assets and liabilities:                                
Other receivables     1,212       39,810       (213,510 )     (32,959 )
Other payables     (582 )     (42,379 )     1,879       291  
Net cash generated from (used in) operating activities     2,161       2,302       (197,904 )     (30,549 )
Cash flows from investing activities                                
(Increase) decrease in investment in subsidiaries     (34,102 )     29,853       55,363       8,546  
Advances from (to) subsidiaries     37,337       (43,110 )     136,788       21,116  
Disposal of subsidiaries     (1,532 )                  
Net cash generated from (used in) investing activities     1,703       (13,257 )     192,151       29,662  
Cash flows from financing activities:                                
Proceeds on exercise of stock options           3,183       1,518       234  
Repurchase ordinary shares                 (6,276 )     (969 )
Net cash generated from (used in) financing activities           3,183       (4,758 )     (735 )
Net increase (decrease) in cash and cash equivalents     3,864       (7,772 )     (10,511 )     (1,622 )
Cash and cash equivalents at beginning of year     14,589       11,471       9,707       1,499  
Effect of exchange rate changes on cash and cash equivalents     (6,982 )     6,008       6,153       949  
Cash and cash equivalents at end of year     11,471       9,707       5,349       826  

Note to Schedule 1


(In thousands, except for shares)


Schedule 1 has been provided pursuant to the requirements of Rule 12-04(a), 5-04(c) and 4-08(e)(3) of Regulation S-X, which require condensed financial statements as to the financial position, changes in financial position and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of the consolidated and unconsolidated subsidiaries (including variable interest entities) together exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. As of December 31, 2015, RMB2,164,132 of the restricted capital and reserves are not available for distribution, and as such, the condensed financial statements of the Company have been presented for the years ended December 31, 2014 and 2015.


XML 49 R32.htm IDEA: XBRL DOCUMENT v3.3.1.900
Accounting Policies, by Policy (Policies)
12 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
Consolidation, Policy [Policy Text Block]
Basis of Presentation and Consolidation

The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). The consolidated financial statements include the financial statements of the Company, all its majority-owned subsidiaries and those VIEs of which the Company is the primary beneficiary, from the dates they were acquired or incorporated. All intercompany balances and transactions have been eliminated in consolidation. In addition, the Group consolidates VIEs of which it is deemed to be the primary beneficiary and absorbs all of the expected losses and residual returns of the entity.

Use of Estimates, Policy [Policy Text Block]
Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires management of the Group to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant accounting estimates reflected in the Group’s consolidated financial statements included the valuation of deferred tax assets, valuation of goodwill and intangible assets and liabilities of acquired businesses on acquisition day for impairment analysis, allowance for doubtful receivables, fair values of the subsidiaries being transferred within the Group at the dates of transactions, the valuation of non-controlling interests acquired from related parties at acquisition dates, valuation of transfer pricing and fair value of share based compensation. Actual results could differ from those estimates.

Cash and Cash Equivalents, Policy [Policy Text Block]
Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of cash on hand, bank deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash, and have insignificant risk of changes in value related to changes in interest rates.


In its capacity as an insurance agent and broker, the Group collects premiums from certain insureds and remits the premiums to the appropriate insurance companies. Accordingly, as reported in the consolidated balance sheets, "premiums" are receivables from the insureds. Unremitted net insurance premiums are held in a fiduciary capacity until disbursed by the Group. The Group invests these unremitted funds only in cash accounts held for a short term, and reports such amounts as restricted cash in the consolidated balance sheets. Also included in the restricted cash represents guarantee deposits required by China Insurance Regulatory Commission ("CIRC") in order to protect insurance premium appropriation by insurance agency as well as entrustment deposit received from the members of eHuzhu, an online mutual aid platform operated by the Group in an escrow account of RMB4,536 and RMB12,398 as of December 31, 2014 and 2015, respectively.

Short Term Investments [Policy Text Block]
Short Term Investment

Short term investments are mainly available-for-sale investments in debt securities that do not have a quoted market price in an active market. They are measured at costs which approximate their fair values in the consolidated balance sheets. The Group benchmark the costs against fair values of comparable investments as of balance sheet date, and categorized all fair value measures of short term investments as level 2 of the fair value hierarchy. No impairment loss on short term investments was identified for each of the years ended December 31, 2013, 2014 and 2015.

Receivables, Policy [Policy Text Block]
Accounts Receivable and Insurance Premium Receivables

Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable represent fees receivable on agency, brokerage and claims adjusting services primarily from insurance companies. Amounts collected on accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The allowance for doubtful accounts is the Group’s best estimate of the amount of probable credit losses in the Group’s existing accounts receivable. The Group determines the allowance based on historical write-off experience. The Group reviews its allowance for doubtful accounts regularly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability.


Accounts receivable, net is analyzed as follows:


    As of December 31,
    2014   2015
    RMB   RMB
Accounts receivable     202,737       254,510  
Allowance for doubtful accounts     (16,587 )     (13,246 )
Accounts receivable, net     186,150       241,264  

The following table summarizes the movement of the Group's allowance for doubtful accounts:


    2013   2014   2015
    RMB   RMB   RMB
Balance at the beginning of the year     9,903       12,655       16,587  
Provision for doubtful accounts     5,303       3,932       4,991  
Write-offs     (2,551 )           (8,332 )
Balance at the ending of the year     12,655       16,587       13,246  

Insurance premium receivables consist of insurance premium to be collected from insured, and is recorded at the invoiced amount and do not bear interest. Amounts collected on insurance premium receivables are included in net cash provided by operating activities in the consolidated statements of cash flows.

Property, Plant and Equipment, Policy [Policy Text Block]
Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives, taking into account residual value:


    Estimated useful life (Years)   Estimated residual value
Building   20 - 36     0%
Office equipment, furniture and fixtures   3 - 5   0% - 3%
Motor vehicles   5 - 10   0% - 3%
Leasehold improvements     5       0%

The depreciation methods and estimated useful lives are reviewed regularly. The following table summarizes the depreciation recognized in the consolidated statement of income and comprehensive income:


    2013   2014   2015
    RMB   RMB   RMB
Commission and fees under operating costs     4,988       5,508       2,056  
Selling expenses     1,636       1,282       1,180  
General and administrative expenses     24,629       21,445       15,147  
Depreciation for the year     31,253       28,235       18,383  
Goodwill and Intangible Assets, Policy [Policy Text Block]
Goodwill and Other Intangible Assets

Goodwill represents the excess of costs over fair value of net assets of businesses acquired. Goodwill is not amortized, but is tested for impairment at the reporting unit level at least on an annual basis at the balance sheet date or more frequently if certain indicators arise. The Group operated in three reporting units for the year ended December 31, 2015. The goodwill impairment review is a two-step process. Step 1 consists of a comparison of the fair value of a reporting unit with its carrying amount. An impairment loss may be recognized if the review indicates that the carrying value of a reporting unit exceeds its fair value. Estimates of fair value are primarily determined by using discounted cash flows. If the carrying amount of a reporting unit exceeds its fair value, step 2 requires the fair value of the reporting unit to be allocated to the underlying assets and liabilities of that reporting unit, resulting in an implied fair value of goodwill. If the carrying amount of the goodwill of the reporting unit exceeds the implied fair value, an impairment charge is recorded equal to the excess of the carrying amount over the implied fair value.


The impairment review is highly judgmental and involves the use of significant estimates and assumptions. These estimates and assumptions have a significant impact on the amount of any impairment charge recorded. Discounted cash flow methods are dependent upon assumptions of future sales trends, market conditions and cash flows of each reporting unit over several years. Actual cash flows in the future may differ significantly from those previously forecasted. Other significant assumptions include growth rates and the discount rate applicable to future cash flows.


In 2013, 2014 and 2015, management compared the carrying value of each reporting unit, inclusive of assigned goodwill, to its respective fair value which is the step one of the two-step impairment test. The fair value of all reporting units was estimated by using the income approach. Based on this quantitative test, it was determined that the fair value of each reporting unit tested exceeded its carrying amount and, therefore, step 2 of the two-step goodwill impairment test was unnecessary. The management concluded that goodwill was not impaired as of December 31, 2013, 2014 and 2015.


Identifiable intangibles assets are required to be determined separately from goodwill based on their fair values. In particular, an intangible asset acquired in a business combination should be recognized as an asset separate from goodwill if it satisfies either the “contractual-legal” or “separability” criterion. Intangible assets with a finite economic life are carried at cost less accumulated amortization. Amortization for identifiable intangibles assets of customer relationship is computed using the accelerated method, while amortization for other identifiable intangibles assets is computed using the straight-line method over the intangible assets' economic lives. Intangible assets with indefinite economic lives are not amortized but carried at cost less any subsequent accumulated impairment losses. If an intangible asset that is not being amortized is subsequently determined to have a finite economic life, it will be tested for impairment and then amortized prospectively over its estimated remaining economic life and accounted for in the same manner as other intangible assets that are subject to amortization. Intangible assets with indefinite economic lives are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired.


Separately identifiable intangible assets consist of brand name, trade name, customer relationship, non-compete agreement, agency agreement and license, and software and system.


The intangible assets, net consisted of the following:


        As of December 31, 2014
    Useful life
(Years)
  Cost   Accumulated amortization   Accumulated
Impairment loss
  Net carrying values
          RMB       RMB       RMB       RMB  
Brand name   Indefinite     24,091             (20,384 )     3,707  
Trade name   9.4 to 10     8,898       (3,867 )           5,031  
Customer relationship   4.6 to 9.8     67,096       (48,012 )     (5,760 )     13,324  
Non-compete agreement   3 to 6.25     69,485       (32,557 )     (34,692 )     2,236  
Agency agreement and license   4.6 to 9.8     21,394       (14,789 )     (581 )     6,024  
Software and system   5 to 10     5,999       (4,723 )           1,276  
          196,963       (103,948 )     (61,417 )     31,598  

        As of December 31, 2015
    Useful life
(Years)
  Cost   Accumulated amortization   Accumulated
Impairment loss
  Net carrying values
        RMB   RMB   RMB   RMB
Brand name   Indefinite   20,111           (16,404 )     3,707
Trade name   9.4 to 10     8,898       (4,808 )           4,090  
Customer relationship   4.6 to 9.8     61,186       (51,264 )     (2,953 )     6,969  
Non-compete agreement   3 to 6.25     69,075       (33,819 )     (34,692 )     564  
Agency agreement and license   4.6 to 9.8     20,404       (15,949 )     (77 )     4,378  
Software and system   5 to 10     5,680       (5,680 )            
          185,354       (111,520 )     (54,126 )     19,708  

Aggregate amortization expenses for intangible assets were RMB13,665, RMB16,826 and RMB11,571 for the years ended December 31, 2013, 2014 and 2015, respectively.


Impairment of intangible assets with definite lives


The Group evaluates the recoverability of identifiable intangible assets with determinable useful lives, whenever events or changes in circumstances indicate that these assets’ carrying amounts may not be recoverable. The Group measures the carrying amount of identifiable intangible asset with determinable useful live against the estimated undiscounted future cash flows associated with it. Impairment exists when the sum of the expected future net cash flows is less than the carrying value of the asset being evaluated. Impairment loss is calculated as the amount by which the carrying value of the asset exceeds its fair value. Fair value is estimated based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires the Group to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. During the years ended December 31, 2013, 2014 and 2015, the Group recognized no impairment losses on identifiable intangible assets with determinable useful lives.


Impairment of indefinite-lived intangible assets


An intangible asset that is not subject to amortization is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Such impairment test is to compare the fair values of assets with their carrying amounts and an impairment loss is recognized if and when the carrying amounts exceed the fair values. The estimates of fair values of intangible assets not subject to amortization are determined using various discounted cash flow valuation methodologies. Significant assumptions are inherent in this process, including estimates of discount rates or market price. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. Market prices are based on potential purchase quote from third party, if any. During the years ended December 31, 2013, 2014 and 2015, the Group recognized no impairment losses on its indefinite-lived intangible assets.


The estimated amortization expenses for the next five years are: RMB5,204 in 2016, RMB3,881 in 2017, RMB3,667 in 2018, RMB2,502 in 2019 and RMB658 in 2020, and an aggregate amount of RMB89 in years thereafter.

Other Receivables And Other Current Assets [Policy Text Block]
Other Receivables and Other Current Assets

Other receivables and other current assets mainly consist of receivables from third parties, advances, deposits, interest receivables, value-added tax recoverable and prepaid expenses.

Equity Method Investments, Policy [Policy Text Block]
Investment in Affiliates

Investments in affiliates are accounted for using the equity method. The Group does not control the affiliates but exerts significant influence over them.

Cost Method Investments, Policy [Policy Text Block]
Other Non-current Assets

Other non-current assets represent investments in equity security of private companies which the group owns equity interest of less than 20%, over which the Group exerts no significant influence and are measured initially at cost.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]
Impairment of Long-Lived Assets

Property, plant, and equipment, and purchased intangible assets with definite life, subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Insurance Premium Payables [Policy Text Block]
Insurance Premium Payables

Insurance premium payables are insurance premiums collected on behalf of insurance companies but not yet remitted as of the balance sheet dates.

Subscription Receivables [Policy Text Block]
Subscription Receivables

The Group entered into share purchase agreements with companies established on behalf of our employees (the "Employee Companies") for the issuance of 100,000,000 ordinary shares at US$0.27 per ordinary share and 50,000,000 ordinary shares at US$0.29 per ordinary share in 2014. The issue prices are the average closing prices for the 20 trading days prior to the board approval dates of such subscriptions. The sale of shares to the Employee Companies was completed on December 17, 2014.


In order to facilitate the purchase of shares by employees as described above, the Group has granted a loan to the Employee Companies. The loan bears interest at a rate of 3% per annum and is repayable upon the sale of the shares by employees, termination of employment or within two years, whichever comes first. Please refer to note 12 for details. The interest rate is determined with reference to fair market prices and therefore no interest-related compensation expense is recorded.


According to FASB ASC 505-10-45, the loan is recorded as a separate line of deduction from equity in the Group’s consolidated balance sheet as of December 31, 2014 and 2015. Interest income accruing from the loan is recognized as non-operating income. None of the loans to employees have been repaid up to the date of this report and total balance thereof as of year-end was RMB268,829 (US$41,500).

Treasury Shares [Policy Text Block]
Treasury shares

Treasury shares represents ordinary shares repurchased by the Group that are no longer outstanding and are held by the Group. The repurchase of ordinary shares is accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock.


During the year ended December 31, 2015, the Group had repurchased total of 2,261,100 shares from the market for a cash consideration of RMB6,276. As of December 31, 2015, all the treasury stock had been re-issued for the purpose of stock options exercised.

Income Tax, Policy [Policy Text Block]
Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carryforwards and credits by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.


Since 2014, the Group has adopted FASB ASU No. 2013-11—Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists prospectively, to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the balance sheets as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the Group to use, and the Group does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit is presented in the balance sheets as a liability.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]
Share-based Compensation

Employee share-based compensation


All forms of share-based payments to employees, including employee stock options and employee stock purchase plans, are treated the same as any other form of compensation by recognizing the related cost in the consolidated statement of income and comprehensive income. Compensation cost related to employee stock options or similar equity instruments is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. If an award requires satisfaction of one or more performance, or service conditions (or any combination thereof), compensation cost is recognized if the requisite service is rendered, and no compensation cost is recognized if the requisite service is not rendered. The Group recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the amount of compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date. For awards with both service and performance conditions, if each tranche has an independent performance condition for a specified period of service, the Group recognizes the compensation cost of each tranche as a separate award on a straight-line basis; if each tranche has performance conditions that are dependent of activities that occur in the prior service periods, the Group recognizes the compensation cost on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. No compensation cost is recognized for instruments that employees forfeit because a service condition or a performance condition is not satisfied.


Non-employee share-based compensation


Share-based compensation related to non-employees is recognized as compensation expenses ratably over the requisite service periods. The Group measures the cost of non-employee services received in exchange for share-based compensation based on the fair value of the equity instruments issued. The Group measures the fair value of the equity instruments in these transactions on the measurement date, which is determined as the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or the date at which the counterparty’s performance is complete. The quantity and terms of the equity instruments issued to non-employees are not known up front as they are dependent upon counterparty performance conditions, the Group measures the equity instruments at their then-current lowest aggregate fair value at each reporting dates, and attributes the changes in those fair values over the future services period until the measurement date has been established.


Modification of an Award


A modification of the terms or conditions of an equity award is treated as an exchange of the original award for a new award. The Group measures the effects of a modification as follows:


a.         Incremental compensation cost shall be measured as the excess, if any, of the fair value of the modified award determined over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date; and


b.       The total recognized compensation cost for an equity award shall at least equal the fair value of the award at the grant date unless at the date of the modification the performance or service conditions of the original award are not expected to be satisfied.


The Group records the incremental fair-value-based measure, if any, of the modified award, as compensation cost on the date of modification (for vested awards) or over the remaining service (vesting) period (for unvested awards).


Cancellation of an Award


A cancellation of an award that is not accompanied by the concurrent grant of (or offer to grant) a replacement award or other valuable consideration shall be accounted for as a repurchase for no consideration. Accordingly, any previously unrecognized compensation cost shall be recognized at the cancellation date.


The Group uses the Black-Scholes or the Binominal option-pricing model to determine the fair value of stock options. Determining the value of share-based compensation expense in future periods requires the input of highly subjective assumptions, including estimated forfeitures and the price volatility of the underlying shares. The Group estimates the forfeitures of the shares based on past employee retention rates and its expectations of future retention rates, and prospectively revises the forfeiture rates based on actual history. The share compensation charges may change based on changes to the actual forfeitures. The actual share-based compensation expenses may be materially different from the current expectations.


Share-based compensation expenses of RMB45,317, RMB23,598 and RMB17,653 for the years ended December 31, 2013, 2014 and 2015, respectively, were included in the general and administrative expenses.

Pension and Other Postretirement Plans, Policy [Policy Text Block]
Employee Benefit Plans

As stipulated by the regulations of the PRC, the Group’s subsidiaries and VIEs in the PRC participate in various defined contribution plans organized by municipal and provincial governments for its employees. The Group is required to make contributions to these plans at a percentage of the salaries, bonuses and certain allowances of the employees. Under these plans, certain pension, medical and other welfare benefits are provided to employees. The Group has no other material obligation for the payment of employee benefits associated with these plans other than the annual contributions described above. The contributions are charged to the consolidated statement of income and comprehensive income as they become payable in accordance with the rules of the above mentioned defined contribution plans.

Revenue Recognition, Policy [Policy Text Block]
Revenue Recognition

The Group’s revenue is derived principally from the provision of insurance brokerage, agency and claims adjusting services. The Group recognizes revenue when all of the following have occurred: persuasive evidence of an agreement with the insurance companies or insurance agencies exists, services have been provided, the fees for such services are fixed or determinable and collectability of the fee is reasonably assured.


Insurance agency services are considered to be rendered and completed, and revenue is recognized, at the time an insurance policy becomes effective, that is, when the signed insurance policy is in place and the premium is collected from the insured. The Group has met all the four criteria of revenue recognition when the premiums are collected by the Group or the respective insurance companies and not before, because collectability is not ensured until receipt of the premium. Accordingly, the Group does not accrue any commission and fees prior to the receipt of the related premiums. Insurance brokerage services revenue is recognized when the signed insurance policy is in place and the premium is collected from the insured and the commission settlement confirmation is received from insurance companies, because the commission rate for brokerage services is negotiated case by case and the Group’s fees are fixed when such confirmation is received. No allowance for cancellation has been recognized for agency and brokerage businesses as the management of the Group estimates, based on its past experience that the cancellation of policies rarely occurs. Any subsequent commission adjustments in connection with policy cancellations which have been deminims to date are recognized upon notification from the insurance carriers. Actual commission and fee adjustments in connection with the cancellation of policies were 0.2%, 0.2% and 0.2% of the total commission and fee revenues during years ended December 31, 2013, 2014 and 2015, respectively. For property insurance and life insurance, agency and brokerage services, the Group may receive a performance bonus from insurance companies as agreed and per contract provisions. Once an agency and brokerage company achieves its performance target, typically a certain sales volume, the bonus will become due. The bonus amount is computed based on the insurance premium amount multiplied by an agreed-upon percentage. The contingent commissions are recorded when a performance target is being achieved. Insurance claims adjusting services are considered to be rendered and completed, and revenue is recognized at the time loss adjusting reports are confirmed being received by insurance companies. The Group has met all the four criteria of revenue recognition when the service is provided and the loss adjusting report is accepted by insurance companies. The Group does not accrue any service fee before the receipt of an insurance company’s acknowledgement of receiving the adjusting reports. Any subsequent adjustments in connection with discounts which have been de minims to date are recognized in revenue upon notification from the insurance companies.


Other service fees include commission revenues earned from distribution of wealth management products and revenue from the provision of IT services. Commission from distribution of wealth management products are recorded when the products have been sold to customers, at which time the Group has fulfilled all its services obligations. Revenue from the provision of IT services is recognized when the services are rendered.


The Group presents revenue net of sales taxes incurred. The sales taxes amounted to RMB99,931, RMB120,965 and RMB157,234 for the years ended December 31, 2013, 2014 and 2015, respectively. According to the Announcement on the VAT Reform Pilot Program of the Transportation and Selected Modern Service Sectors issued by the State Tax Bureau in July 2012, the transportation and some selected modern service sectors, including research and development (R&D) and technical services, information technology services, cultural creative services, logistics support services, tangible personal property leasing services, and assurance and consulting service, should pay value-added tax instead of business tax based on a predetermined timetable (hereinafter referred to as the “VAT Reform”), effective September 1,2012 for entities in Beijing and November 1, 2012 for entities in Guangdong. The VAT Reform expanded nation-wide from August 1, 2013.  A total of seven subsidiaries or VIEs in the Group that engage in consulting and information technology services met the VAT Reform requirements, and have started to pay value-added tax since the respectively effective days. Total Value-added taxes paid by the Group during the years ended December 31, 2014 and 2015 amounted to RMB14,997 and RMB16,370.


In March 2016, during the fourth session of the 12th National People’s Congress, it was announced that the VAT reform will be fully rolled out and extended to all industries including construction, real estate, financial services and lifestyle services. Subsequently, the State Administration of Taxation and Ministry of Finance jointly issued a Notice on Preparing for the Full Implementation of the VAT Reform (Cai Shui [2016] No. 32). Accordingly, the Group will pay value-added tax instead of business tax starting from May 1, 2016. The Group is in the process of evaluating the impact on the consolidated financial statements.

Business Combinations Policy [Policy Text Block]
Contingent Consideration

The Group recognizes all the assets acquired and liabilities assumed in a business combination at the acquisition-date fair values, which will include an estimation of the fair value of contingent consideration payables if any. Subsequent changes in the fair value of contingent consideration payables will be recorded in the consolidated statement of income and comprehensive income when incurred. No change in fair value of contingent consideration payable was charged to consolidated statement of income and comprehensive income for the years ended December 31, 2013, 2014 and 2015.


The selling shareholders of the acquired entities agreed to return part of considerations to the Group, if certain performance criteria cannot be met. The fair value of such contingent arrangements was charged to consolidated statement of income and comprehensive income in the amount of nil, nil and nil for the years ended December 31, 2013, 2014 and 2015, respectively.

Fair Value of Financial Instruments, Policy [Policy Text Block]
Fair Value of Financial Instruments.

Fair value is considered to be the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs may be used to measure fair value include:


Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The carrying values of the Group’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, insurance premium receivables and payables, other receivables, accounts payable, amounts due from related parties, approximate their fair values due to the short term nature of these instruments.


Measured at fair value on a recurring basis


As of December 31, 2015 and 2014, information about inputs into the fair value measurements of the Group’s assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows.


  Fair Value Measurements at Reporting Date Using
Description   As of
December 31,
2015
  Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  RMB   RMB   RMB   RMB
Short-term investments - debt security     2,026,256             2,026,256        

  Fair Value Measurements at Reporting Date Using
Description   As of
December 31,
2014
  Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  RMB   RMB   RMB   RMB
Short-term investments - debt security     688,900             688,900        

The debt security consists of investments in trust products and asset management plans that have normally pay a prospective fixed rate of return. These investment are recorded at fair value on a recurring basis. The Group benchmarks the costs against fair values of comparable investments with similar measurement terms, such as prevailing market yields, at the balance sheet date. It is classified as Level 2 of the fair value hierarchy since fair value measurement at reporting date uses significant other observable inputs.



The Group did not have Level 3 investments as of December 31, 2014 and 2015.


Measured at fair value on a non-recurring basis


The Group measures certain assets, including the cost method investments, equity method investments and intangible assets, at fair value on a nonrecurring basis when they are deemed to be impaired. The fair values of these investments and intangible assets are determined based on valuation techniques using the best information available, and may include management judgments, future performance projections, etc. An impairment charge to these investments is recorded when the cost of the investment exceeds its fair value and this condition is determined to be other-than-temporary, and impairment charge to the intangible assets is recorded when their carrying amounts may not be recoverable.


Goodwill (note 6) and intangible assets (note 2(g)) are measured at fair value on a nonrecurring basis and they are recorded at fair value only when impairment is recognized by applying unobservable inputs such as forecasted financial performance of the acquired business, discount rate, etc. to the discounted cash flow valuation methodology that are significant to the measurement of the fair value of these assets (Level 3).

Foreign Currency Transactions and Translations Policy [Policy Text Block]
Foreign Currencies

The functional currency of the Company is the United States dollar ("USD"). Assets and liabilities are translated at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income or loss in the consolidated statements of income and comprehensive income. The Group has chosen the Renminbi ("RMB") as their reporting currency.


The functional currency of the most of the Company’s subsidiaries and VIEs is RMB. Transactions in other currencies are recorded in RMB at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into RMB at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the consolidated statements of income and comprehensive income.

Foreign Currency Risk [Policy Text Block]
Foreign Currency Risk

The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People's Bank of China, controls the conversion of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and international economic and political developments that affect supply and demand in the China Foreign Exchange Trading System market of cash and cash equivalents. The Group had aggregate amounts of RMB2,080,842 and RMB1,115,296 of cash and cash equivalents denominated in RMB as of December 31, 2014 and 2015, respectively.

Translation Into United States Dollars [Policy Text Block]
Translation into United States Dollars

The consolidated financial statements of the Group are stated in RMB. Translations of amounts from RMB into U.S. dollars are solely for the convenience of the readers and were calculated at the rate of US$1.00 = RMB6.4778, representing the noon buying rate in the City of New York for cable transfers of RMB on December 31, 2015, as set forth in H.10 statistical release of the Federal Reserve Board. The translation is not intended to imply that the RMB amounts could have been, or could be, converted, realized or settled into U.S. dollars at that rate on December 31, 2015, or at any other rate.

Segment Reporting, Policy [Policy Text Block]

Segment Reporting


The Group distributes a variety of property and casualty, and life insurance products underwritten by domestic and foreign insurance companies operating in the PRC, and provides insurance claims adjusting services as well as other insurance-related services and distribution of wealth management products. The Group operated three segments: (1) insurance agency segment, which mainly consists of providing agency services for Property and Casualty (“P&C”) insurance products and life insurance products to individual clients, (2) insurance brokerage segment, which mainly consists of providing P&C and life insurance brokerage services to institutional clients, and (3) claims adjusting segment, which consists of providing pre-underwriting survey, claim adjusting, disposal of residual value, loading and unloading supervision and consulting services. Details of these operating segments are described in note 21. Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the Group's chief operating decision maker in deciding how to allocate resources and in assessing performance.


Substantially all revenues of the Group are derived in the PRC and all long-lived assets are located in the PRC.

Earnings Per Share, Policy [Policy Text Block]

Earnings per Share ("EPS") or ADS


Basic EPS is calculated by dividing the net income available to common shareholders by the weighted average number of ordinary shares /ADS outstanding during the year. Diluted EPS is calculated by using the weighted average number of ordinary shares /ADS outstanding adjusted to include the potentially dilutive effect of outstanding share-based awards, unless their inclusion in the calculation is anti-dilutive.

Advertising Costs, Policy [Policy Text Block]

Advertising Costs


Advertising costs are expensed as incurred. Advertising costs amounted to RMB5,724, RMB6,553 and RMB5,696 for the years ended December 31, 2013, 2014 and 2015, respectively.

Lease, Policy [Policy Text Block]

Operating Leases


Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements of income and comprehensive income over the lease period.

Stockholders' Equity, Policy [Policy Text Block]

Accumulated Other Comprehensive Income


The Group presents comprehensive income in the consolidated statements of income and comprehensive income with net income in a continuous statement.


Accumulated other comprehensive income represents foreign currency translation adjustments and share of other comprehensive income of the affiliates for the period.

New Accounting Pronouncements, Policy [Policy Text Block]
Recently Issued Accounting Standards Not Yet Adopted

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)". The guidance substantially converges final standards on revenue recognition between the FASB and the International Accounting Standards Board providing a framework on addressing revenue recognition issues and, upon its effective date, replaces almost all exiting revenue recognition guidance, including industry specific guidance, in current U.S. generally accepted accounting principles. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:


Step 1: Identify the contract(s) with a customer.


Step 2: Identify the performance obligations in the contract.


Step 3: Determine the transaction price.


Step 4: Allocate the transaction price to the performance obligations in the contract.


Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.


ASU 2014-09 is originally effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. ASU 2015-14, Revenue from Contracts with Customers, defers the effective date of ASU 2014-09 by one year. As a result, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017 and interim periods therein. Early adoption is permitted to the original effective date. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.


In January 2015, the FASB issued a new pronouncement which eliminates from U.S. GAAP the concept of extraordinary items.


Subtopic 225-20, Income Statement - Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item.


The FASB heard from stakeholders that the concept of extraordinary items causes uncertainty because it is unclear when an item should be considered both unusual and infrequent. Additionally, some stakeholders said that although users find information about unusual or infrequent events and transactions useful, they do not find the extraordinary item classification and presentation necessary to identify those events and transactions. Other stakeholders noted that it is extremely rare in current practice for a transaction or event to meet the requirements to be presented as an extraordinary item.


The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this ASU is not expected to have a material impact on the Group’s consolidated financial results or disclosures.


In September, 2015, the FASB issued a new pronouncement, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. To simplify the accounting for adjustments made to provisional amounts recognized in a business combination, the amendments eliminate the requirement to retrospectively account for those adjustments.


Under this ASU, an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The ASU also requires acquirers to present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date.


For public business entities, the ASU is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The ASU must be applied prospectively to adjustments to provisional amounts that occur after the effective date. Early adoption is permitted for financial statements that have not been issued. The Group does not expect the adoption of this guidance will have a significant effect on the Group's consolidated financial statements.


In November, 2015, the FASB issued a new pronouncement which changes how deferred taxes are classified on organizations’ balance sheets.


The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent.


The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.


In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"), which requires that equity investments, except for those accounted for under the equity method or those that result in consolidation of the investee, be measured at fair value, with subsequent changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. ASU 2016-01 also impacts the presentation and disclosure requirements for financial instruments. ASU 2016-01 is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted only for certain provisions. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.


In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on the balance sheet. This ASU requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. The ASU does not significantly change the lessees' recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Lessors' accounting under the ASC is largely unchanged from the previous accounting standard. In addition, the ASU expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. The provisions of this guidance are effective for annual periods beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.


In March 2016, the FASB issued ASU 2016-08, which amends the principal-versus-agent implementation guidance and illustrations in the Board's new revenue standard (ASC 606). The amendments in this update clarify the implementation guidance on principal versus agent considerations. When another party, along with the reporting entity, is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide that good or service to the customer (as a principal) or to arrange for the good or service to be provided to the customer by the other party (as an agent). The guidance is effective for interim and annual periods beginning after December 15, 2017. The Group is in the process of evaluating the impact of adoption of this guidance on the consolidated financial statements.


In March 2016, the FASB issued ASU 2016-09, which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. For public entities, the ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods. Early adoption will be permitted in any interim or annual period for which financial statements have not yet been issued or have not been made available for issuance. The Group is in the process of evaluating the impact of adoption of this guidance on the consolidated financial statements.

XML 50 R33.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 2 - Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]
    As of December 31,
    2014   2015
    RMB   RMB
Accounts receivable     202,737       254,510  
Allowance for doubtful accounts     (16,587 )     (13,246 )
Accounts receivable, net     186,150       241,264  
Schedule of Credit Losses for Financing Receivables, Current [Table Text Block]
    2013   2014   2015
    RMB   RMB   RMB
Balance at the beginning of the year     9,903       12,655       16,587  
Provision for doubtful accounts     5,303       3,932       4,991  
Write-offs     (2,551 )           (8,332 )
Balance at the ending of the year     12,655       16,587       13,246  
Property, Plant and Equipment, Estimated Useful Lives [Table Text Block]
    Estimated useful life (Years)   Estimated residual value
Building   20 - 36     0%
Office equipment, furniture and fixtures   3 - 5   0% - 3%
Motor vehicles   5 - 10   0% - 3%
Leasehold improvements     5       0%
Schedule of Depreciation [Table Text Block]
    2013   2014   2015
    RMB   RMB   RMB
Commission and fees under operating costs     4,988       5,508       2,056  
Selling expenses     1,636       1,282       1,180  
General and administrative expenses     24,629       21,445       15,147  
Depreciation for the year     31,253       28,235       18,383  
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets by Major Class [Table Text Block]
        As of December 31, 2014
    Useful life
(Years)
  Cost   Accumulated amortization   Accumulated
Impairment loss
  Net carrying values
          RMB       RMB       RMB       RMB  
Brand name   Indefinite     24,091             (20,384 )     3,707  
Trade name   9.4 to 10     8,898       (3,867 )           5,031  
Customer relationship   4.6 to 9.8     67,096       (48,012 )     (5,760 )     13,324  
Non-compete agreement   3 to 6.25     69,485       (32,557 )     (34,692 )     2,236  
Agency agreement and license   4.6 to 9.8     21,394       (14,789 )     (581 )     6,024  
Software and system   5 to 10     5,999       (4,723 )           1,276  
          196,963       (103,948 )     (61,417 )     31,598  
        As of December 31, 2015
    Useful life
(Years)
  Cost   Accumulated amortization   Accumulated
Impairment loss
  Net carrying values
        RMB   RMB   RMB   RMB
Brand name   Indefinite   20,111           (16,404 )     3,707
Trade name   9.4 to 10     8,898       (4,808 )           4,090  
Customer relationship   4.6 to 9.8     61,186       (51,264 )     (2,953 )     6,969  
Non-compete agreement   3 to 6.25     69,075       (33,819 )     (34,692 )     564  
Agency agreement and license   4.6 to 9.8     20,404       (15,949 )     (77 )     4,378  
Software and system   5 to 10     5,680       (5,680 )            
          185,354       (111,520 )     (54,126 )     19,708  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]
  Fair Value Measurements at Reporting Date Using
Description   As of
December 31,
2015
  Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  RMB   RMB   RMB   RMB
Short-term investments - debt security     2,026,256             2,026,256        
  Fair Value Measurements at Reporting Date Using
Description   As of
December 31,
2014
  Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  RMB   RMB   RMB   RMB
Short-term investments - debt security     688,900             688,900        
XML 51 R34.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 3 - Acquisitions and Reorganisation (Tables)
12 Months Ended
Dec. 31, 2015
Business Combinations [Abstract]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table Text Block]
    Year ended December
31, 2015
    RMB
Net income attributable to the Company's shareholders     210,086  
Decrease in Company's additional paid-in capital for acquisitions of additional equity interests from noncontrolling interests     (160,023 )
Changes from net income attributable to Company’s shareholders and transfers to noncontrolling interests     50,063  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]
    Nanjing   Wenzhou   Jiaxing
    RMB   RMB   RMB
Net tangible (liabilities) assets acquired     (4,116 )     2,708       3,670  
Intangible assets     7,650       4,110       7,290  
Goodwill     23,850       10,209       20,862  
Deferred tax assets     1,529              
Deferred tax liabilities     (1,913 )     (1,027 )     (1,822 )
Total consideration     27,000       16,000       30,000  
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]
        Fair Value Acquired
    Useful life   RMB
    (Years)   Nanjing   Wenzhou   Jiaxing
Customer relationship     6.7       4,840       2,920       4,630  
Non-compete agreement     3.0       520       270       480  
Agency agreement     6       2,290       920       2,180  
Total             7,650       4,110       7,290  
Business Acquisition, Pro Forma Information [Table Text Block]
    Nanjing   Wenzhou   Jiaxing
    RMB   RMB   RMB
    (unaudited)   (unaudited)   (unaudited)
Pro forma net revenues     1,769,665       1,769,428       1,780,360  
Pro forma income from operations     16,561       17,531       16,348  
Pro forma net income     94,541       95,289       94,215  
Pro forma net income per share     0.09       0.10       0.09  
    Nanjing   Wenzhou   Jiaxing
    RMB   RMB   RMB
    (unaudited)   (unaudited)   (unaudited)
Pro forma net revenues     2,159,466       2,155,319       2,163,231  
Pro forma income from operations     30,612       30,840       31,355  
Pro forma net income     161,580       161,736       162,318  
Pro forma net income per share    

0.16

     

0.16

     

0.16

 
XML 52 R35.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 4 - Other Receivables (Tables)
12 Months Ended
Dec. 31, 2015
Receivables [Abstract]  
Schedule of Other Receivables [Table Text Block]
    As of December 31,
    2014   2015
    RMB   RMB
Advances to staff (i)     8,159       6,492  
Advances to entrepreneurial agents (ii)     981       367  
Rental deposits     5,701       7,655  
Interest income receivables (iii)     46,472       29,708  
Value-added tax recoverable (iv)     2,786        
Receivable from third parties (v)     17,020        
Other     7,030       7,606  
      88,149       51,828  
XML 53 R36.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 5 - Property, Plant and Equipment (Tables)
12 Months Ended
Dec. 31, 2015
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment [Table Text Block]
    As of December 31,
    2014   2015
    RMB   RMB
Building     12,317       12,317  
Office equipment, furniture and fixtures     127,498       128,401  
Motor vehicles     35,229       26,341  
Leasehold improvements     10,817       9,657  
Total     185,861       176,716  
Less: Accumulated depreciation     (138,690 )     (142,571 )
Property, plant and equipment, net     47,171       34,145  
XML 54 R37.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 6 - Goodwill (Tables)
12 Months Ended
Dec. 31, 2015
Disclosure Text Block Supplement [Abstract]  
Schedule of Goodwill [Table Text Block]
  Agency
segment
  RMB
Balance as of January 1, 2014     78,553  
Addition for acquisitions in 2014     54,921  
Balance as of December 31, 2014     133,474  
Balance as of December 31, 2015     133,474  
Schedule of Goodwill Gross and Accumulated Impairment Loss [Table Text Block]
  Agency
segment
  Claims
Adjusting
segment
  Total
  RMB   RMB   RMB
Gross as of January 1, 2014 and December 31, 2014     1,096,102       38,077       1,134,179  
Eliminated on disposal of a subsidiary           (16,940 )     (16,940 )
Gross as of December 31, 2015     1,096,102       21,137       1,117,239  
Accumulated impairment loss as of January 1, 2014 and December 31, 2014     (962,628 )     (38,077 )     (1,000,705 )
Eliminated on disposal of a subsidiary           16,940       16,940  
Accumulated impairment loss as of December 31, 2015     (962,628 )     (21,137 )     (983,765 )
Net as of January 1, 2014, December 31, 2014 and 2015     133,474             133,474  
XML 55 R38.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 7 - Investment in Affiliates (Tables)
12 Months Ended
Dec. 31, 2015
Note 7 - Investment in Affiliates (Tables) [Line Items]  
Equity Method Investments [Table Text Block]
  As of December 31,
    2014   2015
  RMB   RMB
Teamhead Automobile     498       528  
Sincere Fame     219,205       283,666  
Total     219,703       284,194  
Balance Sheet [Member]  
Note 7 - Investment in Affiliates (Tables) [Line Items]  
Schedule of Investments in and Advances to Affiliates, Schedule of Investments [Table Text Block]
    As of December 31,
    2014   2015
    RMB   RMB
Balance sheet                
Current assets     364,045       1,348,637  
Non-current assets     1,335,315       2,190,168  
Current liabilities     929,731       2,389,167  
Non-current liabilities     2,904       69,615  
Income Statement [Member]  
Note 7 - Investment in Affiliates (Tables) [Line Items]  
Schedule of Investments in and Advances to Affiliates, Schedule of Investments [Table Text Block]
    Year Ended December 31,
    2013   2014   2015
Results of operation   RMB   RMB   RMB
Net Revenues     365,521       403,908       599,372  
Gross profit     295,954       346,688       427,258  
Income from operations     139,211       184,531       158,846  
Net profit     116,674       148,891       130,647  
XML 56 R39.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 8 - Variable Interest Entities (Tables)
12 Months Ended
Dec. 31, 2015
Balance Sheet [Member]  
Note 8 - Variable Interest Entities (Tables) [Line Items]  
Schedule of Variable Interest Entities [Table Text Block]
    As of December 31,
    2014   2015
    RMB   RMB
Total assets     63,090       103,740  
Total liabilities     38,716       104,795  
Income Statement [Member]  
Note 8 - Variable Interest Entities (Tables) [Line Items]  
Schedule of Variable Interest Entities [Table Text Block]
    Year Ended December 31,
    2013   2014   2015
    RMB   RMB   RMB
Net Revenues     125,961       72,645       108,133  
Net loss     (3,767 )     (9,636 )     (14,554 )
Net cash used in operating activities     (13,500 )     (49,782 )     37,943  
Net cash generated from (used in) investing activities     12,041       14,709       (31,682 )
Net cash generated from financing activities           33,370        
XML 57 R40.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 9 - Other Payables and Accrued Expenses (Tables)
12 Months Ended
Dec. 31, 2015
Payables and Accruals [Abstract]  
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]
    As of December 31,
    2014   2015
    RMB   RMB
         
Business and other tax payable     24,987       35,358  
Refundable deposits from employees and agents     9,705       13,239  
Professional fees     17,340       18,553  
Accrued expenses to third parties (note i)     23,677       42,622  
Payables for addition of office equipment, furniture and fixtures     8,618       8,618  
Advance from third parties     8,542       35,808  
Insurance compensation claim payable to customers     1,563       823  
Payable for equity acquisition of investment in affiliates/subsidiaries     4,685       38,495  
Contributions from members of eHuzhu mutual aid program     2,341       8,995  
Others     7,954       11,051  
Total     109,412       213,562  
XML 58 R41.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 11 - Income Taxes (Tables)
12 Months Ended
Dec. 31, 2015
Income Tax Disclosure [Abstract]  
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]
    RMB
Balance as of January 1, 2013     47,589  
Gross increase in prior-period tax positions     3,146  
Balance as of December 31, 2013     50,735  
Offset per FASB ASU No. 2013-11—Income Taxes (Topic 740)     (4,808 )
Gross increase in prior-period tax positions     7,928  
Balance as of December 31, 2014     53,855  
Effect per FASB ASU No. 2013-11—Income Taxes (Topic 740)     825  
Gross increase in prior-period tax positions     15,674  
Balance as of December 31, 2015     70,354  
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]
    Year Ended December 31,
    2013   2014   2015
    RMB   RMB   RMB
Current tax expense     29,436       25,607       26,932  
Deferred tax income     (2,278 )     (1,318 )     (1,067 )
Income tax expense     27,158       24,289       25,865  
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]
    As of December 31,
    2014   2015
    RMB   RMB
Current deferred tax assets:                
Operating loss carryforward     4,313       1,079  
Less: valuation allowances     (4,313 )     (1,079 )
Current deferred tax asset, net            
                 
Non-current deferred tax assets:                
Operating loss carryforward, after offset effect of ASU 2013-11     33,930       27,245  
Less: valuation allowances     (31,292 )     (25,587 )
Non-current deferred tax asset, net     2,638       1,658  
Total     2,638       1,658  
                 
Deferred tax liabilities:                
Intangible assets, net     6,769       3,895  
Investment income     18,162       18,162  
Total     24,931       22,057  
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]
    Year Ended December 31,
    2013   2014   2015
    RMB   RMB   RMB
Income before income taxes and income of affiliates     106,521       159,720       214,422  
PRC statutory tax rate     25 %     25 %     25 %
Income tax at statutory tax rate     26,630       39,930       53,605  
Expenses not deductible for tax purposes:                        
Entertainment     494       579       685  
Other     12,974       6,482       5,176  
Tax exemption and tax relief:                        
Tax rate differential     (27,686 )     (34,315 )     (44,381 )
Change in valuation allowance     13,812       2,934       (4,194 )
Uncertain tax provisions     3,148       7,928       15,674  
Other     (2,214 )     751       (700 )
Income tax expense     27,158       24,289       25,865  
XML 59 R42.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 13 - Net Income Per Share (Tables)
12 Months Ended
Dec. 31, 2015
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
  Year Ended December 31,
    2013   2014   2015
  RMB   RMB   RMB
Basic:            
Net income     99,984       166,080       215,481  
Less: Net income attributable to the noncontrolling interests     4,341       4,320       5,395  
Net income attributable to the Company’s shareholders     95,643       161,760       210,086  
Weighted average number of ordinary shares outstanding     998,861,526       1,005,842,212       1,151,705,374  
Basic net income per ordinary share     0.10       0.16       0.18  
Basic net income per ADS     1.92       3.22       3.65  
                         
Diluted:                        
Net income     99,984       166,080       215,481  
Less: Net income attributable to the noncontrolling interests     4,341       4,320       5,395  
Net income attributable to the Company’s shareholders     95,643       161,760       210,086  
Weighted average number of ordinary shares outstanding     998,861,526       1,005,842,212       1,151,705,374  
Weighted average number of dilutive potential ordinary shares from share options     1,708,492       6,749,175       51,618,147  
Total     1,000,570,018       1,012,591,387       1,203,323,521  
Diluted net income per ordinary share     0.10       0.16       0.17  
Diluted net income per ADS     1.91       3.19       3.49  
XML 60 R43.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 15 - Related Party Balances and Transactions (Tables)
12 Months Ended
Dec. 31, 2015
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions [Table Text Block]
  As of December 31,
    2014   2015
  RMB   RMB
Amount due from an affiliate and its subsidiaries, net (i)     209,601       36,508  
Subscription receivables (note 2(m) & note 12)     257,491       268,829  
XML 61 R44.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 16 - Commitments and Contingencies (Tables)
12 Months Ended
Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]
    Minimum Lease Payment
    RMB
Year ending December 31:        
2016     31,152  
2017     16,080  
2018     7,516  
2019     6,535  
2020     4,121  
Total     65,404  
XML 62 R45.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 17 - Concentrations of Credit Risk (Tables) - Customer Concentration Risk [Member]
12 Months Ended
Dec. 31, 2015
Sales [Member]  
Note 17 - Concentrations of Credit Risk (Tables) [Line Items]  
Schedules of Concentration of Risk, by Risk Factor [Table Text Block]
    Year ended December 31,
    2013   % of sales   2014   % of sales   2015   % of sales
    RMB       RMB       RMB    
PICC Property and Casualty Company Limited ("PICC")     346,405       20 %     442,608       21 %     676,939       24 %
China Pacific Property Insurance Co., Ltd. ("CPIC")     204,983       12 %     255,655       12 %     315,961       11 %
Ping An Property & Casualty Insurance Company of China, Ltd. ("Ping An").     248,102       14 %     294,228       14 %     283,935       10 %
      799,490       46 %     992,491       47 %     1,276,835       45 %
Accounts Receivable [Member]  
Note 17 - Concentrations of Credit Risk (Tables) [Line Items]  
Schedules of Concentration of Risk, by Risk Factor [Table Text Block]
    As of December 31,
    2014   %   2015   %
    RMB       RMB    
PICC.     32,117       17 %     53,851       22 %
CPIC     22,927       12 %     28,947       12 %
Ping An.     28,903       16 %     *       *  
Huaxia Life Insurance Company Limited    

*

     

*

      26,456       11 %
      83,947       45 %     109,254       45 %
XML 63 R46.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 18 - Non-Cash Transactions (Tables)
12 Months Ended
Dec. 31, 2015
Supplemental Cash Flow Elements [Abstract]  
Schedule of Other Significant Noncash Transactions [Table Text Block]
    Year ended December 31,
    2013   2014   2015
    RMB   RMB   RMB
Considerations payable in connection with acquisition of additional interests in subsidiaries           4,685       34,310  
Considerations payable in connection with other investment     3,720              
Subscription receivables from employee companies (Note 2(m) & Note 12)           257,491        
XML 64 R47.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 19 - Share-based Compensation (Tables)
12 Months Ended
Dec. 31, 2015
Note 19 - Share-based Compensation (Tables) [Line Items]  
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]
    Number of
options
  Weighted average exercise price in RMB   Aggregate Intrinsic Value
RMB
Outstanding as of January 1, 2013     133,161,231       1.92       15,436  
Forfeited     (1,431,734 )     1.96          
Outstanding as of December 31, 2013     131,729,497       1.92       15,436  
Exercised     (1,704,380 )     2.09          
Forfeited     (2,113,656 )     1.92          
Modification of the 2012 Options     (45,663,861 )     1.90          
Outstanding as of December 31, 2014     82,247,600       1.93       10,177  
Exercised     (6,754,720 )     1.92          
Forfeited     (429,328 )     1.93          
Outstanding as of December 31, 2015     75,063,552       1.93       70,931  
Exercisable as of December 31, 2015     67,775,401       1.94       63,801  
Schedule of Share-based Compensation Options, Grants in Period Grant Date Fair Value and Intrinsic Value [Table Text Block]
    Year ended December 31,
    2013   2014   2015
    RMB   RMB   RMB
Weighted-average grant-date fair value per share of options granted                  
Total intrinsic value of options exercised           837       17,399  
Total fair value of share options vested     34,362       44,912       38,178  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block]
    Options outstanding   Weighted average remaining contractual life (Years)   Weighted average exercise price in RMB   Options Exercisable
2012 Options G     39,838,822       6.25       0.006       32,770,447  
2012 Options H     1,023,310       6.25       0.006       803,534  
2009 Options     6,575,480       2.00       2.30       6,575,480  
2008 Options     27,625,940       2.00       1.90       27,625,940  
Total     75,063,552                       67,775,401  
Options 2012 Plan G [Member]  
Note 19 - Share-based Compensation (Tables) [Line Items]  
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]
    Option G1   Option G2   Option G3   Option G4   Option G5
Weight average assumptions – expected dividend yield     0 %     0 %     0 %     0 %     0 %
Risk-free interest rate     2.02 %     2.16 %     2.29 %     2.42 %     2.55 %
Expected life (years)     5.11       5.61     6.11       6.61       7.11  
Expected volatility     74.54 %     74.54 %     74.54 %     74.54 %     74.54 %
Options 2012 Plan H [Member]  
Note 19 - Share-based Compensation (Tables) [Line Items]  
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]
    Option H3
Stock price per underlying ordinary shares     US$0.46  
Weight average assumptions – expected dividend yield     0 %
Risk-free interest rate     1.60 %
Expected life     4.31  
Expected volatility     64.83 %
Options 2009 Plan [Member]  
Note 19 - Share-based Compensation (Tables) [Line Items]  
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]
    Option D1   Option D2   Option D3   Option D4
Weight average assumptions – expected dividend yield     0 %     0 %     0 %     0 %
Risk-free interest rate     3.35 %     3.51 %     3.55 %     3.61 %
Expected life (years)     3.56       4.06       4.56       5.06  
Expected volatility     33.0 %     31.9 %     32.2 %     31.2 %
Options 2008 Plan [Member]  
Note 19 - Share-based Compensation (Tables) [Line Items]  
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]
    Option C1   Option C2   Option C3   Option C4
Weight average assumptions – expected dividend yield     0 %     0 %     0 %     0 %
Risk-free interest rate     3.70 %     3.71 %     3.93 %     4.07 %
Expected life (years)     3.86       4.36       4.86       5.36  
Expected volatility     28.2 %     28.9 %     28.0 %     27.6 %
XML 65 R48.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 21 - Segment Reporting (Tables)
12 Months Ended
Dec. 31, 2015
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
    Year ended December 31,
    2013   2014   2015   2015
    RMB   RMB   RMB   US$
Net revenues                                
Agency     1,418,512       1,624,410       2,155,264       332,716  
Brokerage     63,418       232,620       369,198       56,994  
Claims Adjusting     261,206       292,981       303,846       46,906  
Other     13,888                    
Total net revenues     1,757,024       2,150,011       2,828,308       436,616  
Operating costs and expenses                                
Agency     (1,305,306 )     (1,486,871 )     (1,969,329 )     (304,012 )
Brokerage     (53,719 )     (197,017 )     (319,124 )     (49,264 )
Claims Adjusting     (234,129 )     (275,539 )     (292,613 )     (45,171 )
Other     (145,884 )     (159,685 )     (168,720 )     (26,046 )
Total operating costs and expenses     (1,739,038 )     (2,119,112 )     (2,749,786 )     (424,493 )
Income (loss) from operations                                
Agency     113,206       137,539       185,935       28,704  
Brokerage     9,699       35,603       50,074       7,730  
Claims Adjusting     27,077       17,442       11,233       1,735  
Other     (131,996 )     (159,685 )     (168,720 )     (26,046 )
Total income from operations     17,986       30,899       78,522       12,123  
Reconciliation of Assets from Segment to Consolidated [Table Text Block]
    As of December 31,
    2014   2015   2015
    RMB   RMB   US$
Segment assets                        
Agency     1,682,305       454,803       70,209  
Brokerage     118,139       160,286       24,744  
Claims Adjusting     116,877       226,121       34,907  
Other     1,831,165       3,173,218       489,861  
Total assets     3,748,486       4,014,428       619,721  
XML 66 R49.htm IDEA: XBRL DOCUMENT v3.3.1.900
Schedule 1 - Condensed Financial Statements of the Company (Tables)
12 Months Ended
Dec. 31, 2015
Condensed Financial Information of Parent Company Only Disclosure [Abstract]  
Condensed Balance Sheet [Table Text Block]
    As of December 31,
    2014   2015   2015
    RMB   RMB   US$
ASSETS:                        
Current assets:                        
Cash and cash equivalents     9,707       5,349       826  
Other receivables     296       213,806       33,006  
Amounts due from subsidiaries     1,539,702       1,394,118       215,215  
Total current assets     1,549,705       1,613,273       249,047  
Non-current assets:                        
Investment in subsidiaries     1,700,295       1,736,488       268,067  
Total assets     3,250,000       3,349,761       517,114  
                         
LIABILITIES AND SHAREHOLDERS’ EQUITY:                        
Current liabilities:                        
Other payables     2,723       4,602       710  
Amounts due to subsidiaries     36,525       27,729       4,281  
Total liabilities     39,248       32,331       4,991  
Ordinary shares (Authorized shares:10,000,000,000 at US$0.001 each; issued and outstanding shares: 1,150,565,906 and 1,155,059,526 as of December 31, 2014 and 2015, respectively)     8,563       8,592       1,326  
Additional paid-in capital     2,601,401       2,454,244       378,870  
Retained earnings     963,385       1,173,471       181,153  
Accumulated other comprehensive loss     (105,106 )     (50,048 )     (7,726 )
Subscription receivables     (257,491 )     (268,829 )     (41,500 )
Total shareholders’ equity     3,210,752       3,317,430       512,123  
Total liabilities and shareholders' equity     3,250,000       3,349,761       517,114  
Condensed Income Statement [Table Text Block]
    Year Ended December 31,
    2013   2014   2015   2015
    RMB   RMB   RMB   US$
General and administrative expenses     (50,633 )     (31,191 )     (19,839 )     (3,062 )
Interest income     6,847       12,464       15,913       2,456  
Equity in earnings of subsidiaries     139,429       180,487       214,012       33,038  
Net income     95,643       161,760       210,086       32,432  
Other comprehensive (loss) income, net of tax:                      
Foreign currency translation adjustments     (6,982 )     6,008       6,153       949  
Share of other comprehensive income of affiliates, net of tax                 37,567       5,799  
Comprehensive income attributable to the Company's shareholders     88,661       167,768       253,806       39,180  
Schedule of Stockholders Equity [Table Text Block]
  Share Capital       Treasury Stock     Accumulated        
  Number of
Share
  Amounts   Additional
Paid-in
Capital
  Number of
Share
  Amounts   Retained
Earnings
  Other
Comprehensive Income
  Subscription Receivables   Total
  RMB   RMB   RMB   RMB   RMB   RMB   RMB   RMB   RMB
Balance as of January 1, 2013     998,861,526       7,624       2,284,906                   705,982       (104,132 )           2,894,380  
Net income                                   95,643                   95,643  
Foreign currency translation                                         (6,982 )           (6,982 )
Share-based compensation                 44,904                                     44,904  
Other                 152                                     152  
Balance as of December 31, 2013     998,861,526       7,624       2,329,962                   801,625       (111,114 )           3,028,097  
Net income                                   161,760                   161,760  
Issue new shares to employees     150,000,000       928       256,563                               (257,491 )      
Foreign currency translation                                         6,008             6,008  
Exercise of share options     1,704,380       11       3,172                                     3,183  
Share-based compensation                 23,598                                     23,598  
Other                 (11,894 )                                   (11,894 )
Balance as of December 31, 2014     1,150,565,906       8,563       2,601,401                   963,385       (105,106 )     (257,491 )     3,210,752  
Net income                                   210,086                   210,086  
Foreign currency translation                                         17,491       (11,338 )     6,153  
Repurchase of ordinary shares                       (2,261,100 )     (6,276 )                       (6,276 )
Exercise of share options     4,493,620       29       (4,787 )     2,261,100       6,276                         1,518  
Share-based compensation                 17,653                                     17,653  
Acquisition of additional interest in a subsidiary                 (160,023 )                                   (160,023 )
Share of other comprehensive income in affiliates                                         37,567             37,567  
Balance as of December 31, 2015     1,155,059,526       8,592       2,454,244                   1,173,471       (50,048 )     (268,829 )     3,317,430  
Balance as of December 31, 2015 in US$             1,326       378,870                 181,153     (7,726 )     (41,500 )     512,123  
Condensed Cash Flow Statement [Table Text Block]
    Year Ended December 31,
    2013   2014   2015   2015
    RMB   RMB   RMB   US$
OPERATING ACTIVITIES                                
Net income     95,643       161,760       210,086       32,432  
Adjustments to reconcile net income to net cash generated from (used in) operating activities:                                
Equity in earnings of subsidiaries     (139,016 )     (180,487 )     (214,012 )     (33,038 )
Compensation expenses associated with stock options     44,904       23,598       17,653       2,725  
Changes in operating assets and liabilities:                                
Other receivables     1,212       39,810       (213,510 )     (32,959 )
Other payables     (582 )     (42,379 )     1,879       291  
Net cash generated from (used in) operating activities     2,161       2,302       (197,904 )     (30,549 )
Cash flows from investing activities                                
(Increase) decrease in investment in subsidiaries     (34,102 )     29,853       55,363       8,546  
Advances from (to) subsidiaries     37,337       (43,110 )     136,788       21,116  
Disposal of subsidiaries     (1,532 )                  
Net cash generated from (used in) investing activities     1,703       (13,257 )     192,151       29,662  
Cash flows from financing activities:                                
Proceeds on exercise of stock options           3,183       1,518       234  
Repurchase ordinary shares                 (6,276 )     (969 )
Net cash generated from (used in) financing activities           3,183       (4,758 )     (735 )
Net increase (decrease) in cash and cash equivalents     3,864       (7,772 )     (10,511 )     (1,622 )
Cash and cash equivalents at beginning of year     14,589       11,471       9,707       1,499  
Effect of exchange rate changes on cash and cash equivalents     (6,982 )     6,008       6,153       949  
Cash and cash equivalents at end of year     11,471       9,707       5,349       826  
XML 67 R50.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 2 - Summary of Significant Accounting Policies (Details)
1 Months Ended 12 Months Ended
Dec. 17, 2014
$ / shares
shares
Dec. 31, 2014
CNY (¥)
shares
Dec. 31, 2015
CNY (¥)
shares
Dec. 31, 2015
USD ($)
shares
Dec. 31, 2014
CNY (¥)
shares
Dec. 31, 2013
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
$ / shares
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]                
Guarantee Deposits   ¥ 4,536,000 ¥ 12,398,000   ¥ 4,536,000      
Other than Temporary Impairment Losses, Investments     ¥ 0   ¥ 0 ¥ 0    
Accounts Receivable Individually Reviewed for Collectability Period, Past Due     90 days 90 days        
Number of Reportable Segments     3 3 3 3    
Goodwill, Impairment Loss     ¥ 0 $ 0 ¥ 0 ¥ 0    
Amortization of Intangible Assets     11,571,000 $ 1,786,000 16,826,000 13,665,000    
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)     0   0 0    
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months     5,204,000          
Finite-Lived Intangible Assets, Amortization Expense, Year Two     3,881,000          
Finite-Lived Intangible Assets, Amortization Expense, Year Three     3,667,000          
Finite-Lived Intangible Assets, Amortization Expense, Year Four     2,502,000          
Finite-Lived Intangible Assets, Amortization Expense, Year Five     658,000          
Finite-Lived Intangible Assets, Amortization Expense, after Year Five     89,000          
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable   257,491,000 ¥ 268,829,000   257,491,000   $ 41,500,000  
Treasury Stock, Shares, Acquired (in Shares) | shares     2,261,100 2,261,100        
Payments for Repurchase of Common Stock     ¥ 6,276,000 $ 969,000        
Allocated Share-based Compensation Expense     ¥ 17,653,000   ¥ 23,598,000 ¥ 45,317,000    
Policy Cancellation Actual Commission and Fee Adjustments as Percentage of Total Commission and Fee Revenues     0.20% 0.20% 0.20% 0.20%    
Excise and Sales Taxes     ¥ 157,234,000   ¥ 120,965,000 ¥ 99,931,000    
Number of Subsidiaries or Variable Interest Entities that Met VAT Reform Requirements     7 7        
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability     ¥ 0   0 0    
Cash and Cash Equivalents Denominated in Reporting Currency   ¥ 2,080,842,000 ¥ 1,115,296,000   2,080,842,000      
Number of Operating Segments     3 3        
Advertising Expense     ¥ 5,696,000   6,553,000 ¥ 5,724,000    
China, Yuan Renminbi                
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]                
Foreign Currency Exchange Rate, Translation     6.4778       6.4778  
Value-added Taxes [Member]                
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]                
Excise and Sales Taxes     ¥ 16,370,000   ¥ 14,997,000      
Employee Companies [Member]                
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]                
Stock Issued During Period, Shares, New Issues (in Shares) | shares   150,000,000            
Stockholders' Equity Note, Subscriptions Receivable, Interest Rate 3.00% 3.00%            
Employee Companies [Member] | Share Purchase Agreements, Share Price 1 [Member]                
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]                
Stock Issued During Period, Shares, New Issues (in Shares) | shares   100,000,000     100,000,000      
Shares Issued, Price Per Share (in Dollars per share) | $ / shares               $ 0.27
Employee Companies [Member] | Share Purchase Agreements, Share Price 2 [Member]                
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]                
Stock Issued During Period, Shares, New Issues (in Shares) | shares 50,000,000 50,000,000            
Shares Issued, Price Per Share (in Dollars per share) | $ / shares $ 0.29             $ 0.29
Maximum [Member]                
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]                
Cost Method Investments Ownership Percentage     20.00% 20.00%        
Maximum [Member] | Employee Companies [Member]                
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]                
Stockholders' Equity Note, Subscriptions Receivable, Term 2 years 2 years            
XML 68 R51.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 2 - Summary of Significant Accounting Policies (Details) - Accounts Receivable, Net
¥ in Thousands, $ in Thousands
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Accounts Receivable, Net [Abstract]      
Accounts receivable ¥ 254,510   ¥ 202,737
Allowance for doubtful accounts (13,246) $ (2,045) (16,587)
Accounts receivable, net ¥ 241,264 $ 37,245 ¥ 186,150
XML 69 R52.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 2 - Summary of Significant Accounting Policies (Details) - Movement of the Group’s Allowance for Doubtful Accounts - CNY (¥)
¥ in Thousands
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Movement of the Group’s Allowance for Doubtful Accounts [Abstract]      
Balance at the beginning of the year ¥ 16,587 ¥ 12,655 ¥ 9,903
Provision for doubtful accounts 4,991 3,932 5,303
Write-offs (8,332) 0 (2,551)
Balance at the ending of the year ¥ 13,246 ¥ 16,587 ¥ 12,655
XML 70 R53.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives
12 Months Ended
Dec. 31, 2015
Building [Member]  
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives [Line Items]  
Estimated residual value 0.00%
Leasehold Improvements [Member]  
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives [Line Items]  
Estimated useful life (Years) 5 years
Estimated residual value 0.00%
Minimum [Member] | Building [Member]  
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives [Line Items]  
Estimated useful life (Years) 20 years
Minimum [Member] | Furniture and Fixtures [Member]  
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives [Line Items]  
Estimated useful life (Years) 3 years
Estimated residual value 0.00%
Minimum [Member] | Automobiles [Member]  
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives [Line Items]  
Estimated useful life (Years) 5 years
Estimated residual value 0.00%
Maximum [Member] | Building [Member]  
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives [Line Items]  
Estimated useful life (Years) 36 years
Maximum [Member] | Furniture and Fixtures [Member]  
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives [Line Items]  
Estimated useful life (Years) 5 years
Estimated residual value 3.00%
Maximum [Member] | Automobiles [Member]  
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives [Line Items]  
Estimated useful life (Years) 10 years
Estimated residual value 3.00%
XML 71 R54.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 2 - Summary of Significant Accounting Policies (Details) - Depreciation
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2013
CNY (¥)
Note 2 - Summary of Significant Accounting Policies (Details) - Depreciation [Line Items]        
Depreciation ¥ 18,383 $ 2,838 ¥ 28,235 ¥ 31,253
Operating Expense [Member]        
Note 2 - Summary of Significant Accounting Policies (Details) - Depreciation [Line Items]        
Depreciation 2,056   5,508 4,988
Selling and Marketing Expense [Member]        
Note 2 - Summary of Significant Accounting Policies (Details) - Depreciation [Line Items]        
Depreciation 1,180   1,282 1,636
General and Administrative Expense [Member]        
Note 2 - Summary of Significant Accounting Policies (Details) - Depreciation [Line Items]        
Depreciation ¥ 15,147   ¥ 21,445 ¥ 24,629
XML 72 R55.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2015
USD ($)
Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net [Line Items]      
Cost ¥ 185,354 ¥ 196,963  
Accumulated amortization (111,520) (103,948)  
Impairment Loss (54,126) (61,417)  
Net Carring Values 19,708 31,598 $ 3,042
Brand Names [Member]      
Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net [Line Items]      
Cost 20,111 24,091  
Impairment Loss (16,404) (20,384)  
Net Carring Values 3,707 3,707  
Trade Names [Member]      
Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net [Line Items]      
Cost 8,898 8,898  
Accumulated amortization (4,808) (3,867)  
Net Carring Values 4,090 5,031  
Customer Relationships [Member]      
Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net [Line Items]      
Cost 61,186 67,096  
Accumulated amortization (51,264) (48,012)  
Impairment Loss (2,953) (5,760)  
Net Carring Values 6,969 13,324  
Noncompete Agreements [Member]      
Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net [Line Items]      
Cost 69,075 69,485  
Accumulated amortization (33,819) (32,557)  
Impairment Loss (34,692) (34,692)  
Net Carring Values 564 2,236  
Agency Agreement and License [Member]      
Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net [Line Items]      
Cost 20,404 21,394  
Accumulated amortization (15,949) (14,789)  
Impairment Loss (77) (581)  
Net Carring Values 4,378 6,024  
Computer Software, Intangible Asset [Member]      
Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net [Line Items]      
Cost 5,680 5,999  
Accumulated amortization ¥ (5,680) (4,723)  
Net Carring Values   ¥ 1,276  
Minimum [Member] | Trade Names [Member]      
Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net [Line Items]      
Useful life (Years) 9 years 146 days 9 years 146 days  
Minimum [Member] | Customer Relationships [Member]      
Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net [Line Items]      
Useful life (Years) 4 years 219 days 4 years 219 days  
Minimum [Member] | Noncompete Agreements [Member]      
Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net [Line Items]      
Useful life (Years) 3 years 3 years  
Minimum [Member] | Agency Agreement and License [Member]      
Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net [Line Items]      
Useful life (Years) 4 years 219 days 4 years 219 days  
Minimum [Member] | Computer Software, Intangible Asset [Member]      
Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net [Line Items]      
Useful life (Years) 5 years 5 years  
Maximum [Member] | Trade Names [Member]      
Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net [Line Items]      
Useful life (Years) 10 years 10 years  
Maximum [Member] | Customer Relationships [Member]      
Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net [Line Items]      
Useful life (Years) 9 years 292 days 9 years 292 days  
Maximum [Member] | Noncompete Agreements [Member]      
Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net [Line Items]      
Useful life (Years) 6 years 3 months 6 years 3 months  
Maximum [Member] | Agency Agreement and License [Member]      
Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net [Line Items]      
Useful life (Years) 9 years 292 days 9 years 292 days  
Maximum [Member] | Computer Software, Intangible Asset [Member]      
Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net [Line Items]      
Useful life (Years) 10 years 10 years  
XML 73 R56.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value Measurement on a Recurring Basis
¥ in Thousands, $ in Thousands
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value Measurement on a Recurring Basis [Line Items]      
Short-term investments - debt security ¥ 2,026,256 $ 312,800 ¥ 688,900
Debt Securities [Member]      
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value Measurement on a Recurring Basis [Line Items]      
Short-term investments - debt security 2,026,256   688,900
Fair Value, Inputs, Level 2 [Member] | Debt Securities [Member]      
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value Measurement on a Recurring Basis [Line Items]      
Short-term investments - debt security ¥ 2,026,256   ¥ 688,900
XML 74 R57.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 3 - Acquisitions and Reorganisation (Details)
¥ in Thousands, $ in Thousands
1 Months Ended 8 Months Ended 12 Months Ended
Jun. 30, 2015
CNY (¥)
Jul. 31, 2015
CNY (¥)
Jun. 30, 2015
Apr. 30, 2014
CNY (¥)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2015
CNY (¥)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2013
CNY (¥)
Dec. 31, 2015
USD ($)
May. 01, 2014
CNY (¥)
Note 3 - Acquisitions and Reorganisation (Details) [Line Items]                    
Adjustments to Additional Paid in Capital, Acquisition of Additional Interests in Subsidiaries           ¥ 187,810        
Allocated Share-based Compensation Expense           17,653 ¥ 23,598 ¥ 45,317    
Goodwill         ¥ 133,474 ¥ 133,474 ¥ 133,474   $ 20,605  
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life           6 years 109 days        
Yuanqian, Longqian and 22 Individual [Member]                    
Note 3 - Acquisitions and Reorganisation (Details) [Line Items]                    
Allocated Share-based Compensation Expense           ¥ 3,400        
CISLA [Member] | Fangzhong [Member] | Meidiya Investments [Member]                    
Note 3 - Acquisitions and Reorganisation (Details) [Line Items]                    
Sale of Stock, Consideration Received on Transaction   ¥ 61,200                
CISLA [Member] | Fangzhong [Member] | The 22 Individuals [Member]                    
Note 3 - Acquisitions and Reorganisation (Details) [Line Items]                    
Sale of Stock, Consideration Received on Transaction   ¥ 58,800                
Fangzhong [Member]                    
Note 3 - Acquisitions and Reorganisation (Details) [Line Items]                    
Equity Method Investment, Ownership Percentage   44.70%     51.00%   51.00%      
CISLA [Member] | Fangzhong [Member]                    
Note 3 - Acquisitions and Reorganisation (Details) [Line Items]                    
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest     87.60%       100.00%      
Chetong Network [Member]                    
Note 3 - Acquisitions and Reorganisation (Details) [Line Items]                    
Sale of Stock, Percentage of Ownership before Transaction   100.00%                
Chetong Network [Member] | The Management and Employees of Chetong Network [Member]                    
Note 3 - Acquisitions and Reorganisation (Details) [Line Items]                    
Business Combination, Consideration Transferred   ¥ 16,020                
Sale of Stock, Percentage of Ownership Transferred   80.10%                
Chetong Network [Member] | CISLA [Member]                    
Note 3 - Acquisitions and Reorganisation (Details) [Line Items]                    
Business Combination, Consideration Transferred   ¥ 3,980                
Sale of Stock, Percentage of Ownership after Transaction   19.90%                
CISLA [Member] | Fangzhong [Member] | Meidiya Investments [Member]                    
Note 3 - Acquisitions and Reorganisation (Details) [Line Items]                    
Sale of Stock, Percentage of Ownership before Transaction     44.70%              
CISLA [Member] | Fangzhong [Member] | The 22 Individuals [Member]                    
Note 3 - Acquisitions and Reorganisation (Details) [Line Items]                    
Sale of Stock, Percentage of Ownership before Transaction     42.90%              
CISLA [Member] | Yuanqian and Longqian [Member]                    
Note 3 - Acquisitions and Reorganisation (Details) [Line Items]                    
Business Acquisition, Percentage of Voting Interests Acquired 12.40%   12.40%              
Business Combination, Consideration Transferred ¥ 17,000                  
Wenzhou [Member]                    
Note 3 - Acquisitions and Reorganisation (Details) [Line Items]                    
Business Acquisition, Percentage of Voting Interests Acquired       100.00%            
Payments to Acquire Businesses, Gross       ¥ 16,000            
Business Combination, Contingent Consideration, Liability                   ¥ 0
Goodwill       10,209            
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual         ¥ 11,902          
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual         1,151          
Nanjing [Member]                    
Note 3 - Acquisitions and Reorganisation (Details) [Line Items]                    
Payments to Acquire Businesses, Gross       27,000            
Business Combination, Contingent Consideration, Liability                   0
Goodwill       ¥ 23,850            
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual         19,060          
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual         2,323          
Jiaxing [Member]                    
Note 3 - Acquisitions and Reorganisation (Details) [Line Items]                    
Business Acquisition, Percentage of Voting Interests Acquired       70.00%            
Payments to Acquire Businesses, Gross       ¥ 21,000            
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage       30.00%            
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value       ¥ 9,000            
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain       8,812            
Business Combination, Contingent Consideration, Liability                   0
Goodwill       ¥ 20,862            
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual         22,136          
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual         ¥ 619          
P and C Segment [Member]                    
Note 3 - Acquisitions and Reorganisation (Details) [Line Items]                    
Goodwill                   ¥ 54,921
XML 75 R58.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 3 - Acquisitions and Reorganisation (Details) - Changes in Group's Equity as a Result of Acquisition
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2013
CNY (¥)
RMB        
Net income attributable to the Company's shareholders ¥ 210,086 $ 32,432 ¥ 161,760 ¥ 95,643
Decrease in Company's additional paid-in capital for acquisitions of additional equity interests from noncontrolling interests (160,023)      
Changes from net income attributable to Company’s shareholders and transfers to noncontrolling interests ¥ 50,063      
XML 76 R59.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 3 - Acquisitions and Reorganisation (Details) - Purchase Price Allocation
¥ in Thousands, $ in Thousands
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Apr. 30, 2014
CNY (¥)
Note 3 - Acquisitions and Reorganisation (Details) - Purchase Price Allocation [Line Items]        
Goodwill ¥ 133,474 $ 20,605 ¥ 133,474  
Nanjing [Member]        
Note 3 - Acquisitions and Reorganisation (Details) - Purchase Price Allocation [Line Items]        
Net tangible (liabilities) assets acquired       ¥ (4,116)
Intangible assets       7,650
Goodwill       23,850
Deferred tax assets       1,529
Deferred tax liabilities       (1,913)
Total consideration       27,000
Wenzhou [Member]        
Note 3 - Acquisitions and Reorganisation (Details) - Purchase Price Allocation [Line Items]        
Net tangible (liabilities) assets acquired       2,708
Intangible assets       4,110
Goodwill       10,209
Deferred tax liabilities       (1,027)
Total consideration       16,000
Jiaxing [Member]        
Note 3 - Acquisitions and Reorganisation (Details) - Purchase Price Allocation [Line Items]        
Net tangible (liabilities) assets acquired       3,670
Intangible assets       7,290
Goodwill       20,862
Deferred tax liabilities       (1,822)
Total consideration       ¥ 30,000
XML 77 R60.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 3 - Acquisitions and Reorganisation (Details) - Acquired Intangible Assets - CNY (¥)
¥ in Thousands
1 Months Ended 12 Months Ended
Apr. 30, 2014
Dec. 31, 2015
Acquired Finite-Lived Intangible Assets [Line Items]    
Useful life   6 years 109 days
Nanjing [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Acquired ¥ 7,650  
Wenzhou [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Acquired 4,110  
Jiaxing [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Acquired ¥ 7,290  
Customer Relationships [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Useful life 6 years 255 days  
Customer Relationships [Member] | Nanjing [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Acquired ¥ 4,840  
Customer Relationships [Member] | Wenzhou [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Acquired 2,920  
Customer Relationships [Member] | Jiaxing [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Acquired ¥ 4,630  
Noncompete Agreements [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Useful life 3 years  
Noncompete Agreements [Member] | Nanjing [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Acquired ¥ 520  
Noncompete Agreements [Member] | Wenzhou [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Acquired 270  
Noncompete Agreements [Member] | Jiaxing [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Acquired ¥ 480  
Agency Agreement and License [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Useful life 6 years  
Agency Agreement and License [Member] | Nanjing [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Acquired ¥ 2,290  
Agency Agreement and License [Member] | Wenzhou [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Acquired 920  
Agency Agreement and License [Member] | Jiaxing [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Acquired ¥ 2,180  
XML 78 R61.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 3 - Acquisitions and Reorganisation (Details) - Unaudited Pro Forma Information - CNY (¥)
¥ / shares in Units, ¥ in Thousands
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Nanjing [Member]    
Note 3 - Acquisitions and Reorganisation (Details) - Unaudited Pro Forma Information [Line Items]    
Pro forma net revenues ¥ 2,159,466 ¥ 1,769,665
Pro forma loss from operations 30,612 16,561
Pro forma net loss ¥ 161,580 ¥ 94,541
Pro forma net loss per share (in Yuan Renminbi per share) ¥ 0.16 ¥ 0.09
Wenzhou [Member]    
Note 3 - Acquisitions and Reorganisation (Details) - Unaudited Pro Forma Information [Line Items]    
Pro forma net revenues ¥ 2,155,319 ¥ 1,769,428
Pro forma loss from operations 30,840 17,531
Pro forma net loss ¥ 161,736 ¥ 95,289
Pro forma net loss per share (in Yuan Renminbi per share) ¥ 0.16 ¥ 0.10
Jiaxing [Member]    
Note 3 - Acquisitions and Reorganisation (Details) - Unaudited Pro Forma Information [Line Items]    
Pro forma net revenues ¥ 2,163,231 ¥ 1,780,360
Pro forma loss from operations 31,355 16,348
Pro forma net loss ¥ 162,318 ¥ 94,215
Pro forma net loss per share (in Yuan Renminbi per share) ¥ 0.16 ¥ 0.09
XML 79 R62.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 4 - Other Receivables (Details)
Dec. 31, 2014
USD ($)
Guangdong Jintaiping Asset Management Service Company [Member]  
Note 4 - Other Receivables (Details) [Line Items]  
Due From Third Party Principal Receivable $ 17,020
XML 80 R63.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 4 - Other Receivables (Details) - Other Receivables, Net
¥ in Thousands, $ in Thousands
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Note 4 - Other Receivables (Details) - Other Receivables, Net [Line Items]      
Advances to staff (i) [1] ¥ 6,492   ¥ 8,159
Advances to entrepreneurial agents (ii) [2] 367   981
Rental deposits 7,655   5,701
Interest income receivables (iii) [3] ¥ 29,708   46,472
Value-added tax recoverable (iv) [4]   2,786
Other ¥ 7,606   7,030
¥ 51,828 $ 8,001 88,149
Subsidiary of Common Parent [Member]      
Note 4 - Other Receivables (Details) - Other Receivables, Net [Line Items]      
Receivable from third parties (v) [5]   ¥ 17,020
[1] This represented advances to staff of the Group for daily business operations which are unsecured, interest-free and repayable on demand.
[2] This represented advances to entrepreneurial agents who provide services to the Group. The advances are used by agents to develop business. The advances wereunsecured, interest-free and repayable on demand.
[3] This represented accrued interest income on bank deposits, interest bearing receivable from third parties as described in (v) and accrued interest on subscription receivables (note 2(m)).
[4] As of December 31, 2014, the amount represented value-added tax to be refunded from tax bureau. The amount of value-added tax outstanding as of December 31, 2014 had been refunded during the year 2015.
[5] As of December 31, 2014, receivable from third party represented the amount due from Guangdong Jintaiping Asset Management Co. Ltd in an amount of 17,020, which has been fully settled in 2015.
XML 81 R64.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 5 - Property, Plant and Equipment (Details) - CNY (¥)
¥ in Thousands
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Property, Plant and Equipment [Abstract]      
Tangible Asset Impairment Charges ¥ 0 ¥ 0 ¥ 0
XML 82 R65.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 5 - Property, Plant and Equipment (Details) - Property, Plant and Equipment, Net
¥ in Thousands, $ in Thousands
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Property, Plant and Equipment [Line Items]      
Property, plant and equipment ¥ 176,716   ¥ 185,861
Less: Accumulated depreciation (142,571)   (138,690)
Property, plant and equipment, net 34,145 $ 5,271 47,171
Building [Member]      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment 12,317   12,317
Furniture and Fixtures [Member]      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment 128,401   127,498
Automobiles [Member]      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment 26,341   35,229
Leasehold Improvements [Member]      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment ¥ 9,657   ¥ 10,817
XML 83 R66.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 6 - Goodwill (Details)
12 Months Ended
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2013
CNY (¥)
Disclosure Text Block Supplement [Abstract]        
Goodwill, Impairment Loss ¥ 0 $ 0 ¥ 0 ¥ 0
XML 84 R67.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 6 - Goodwill (Details) - Goodwill Activity
¥ in Thousands
12 Months Ended
Dec. 31, 2014
CNY (¥)
RMB  
Balance ¥ 133,474
Agency [Member]  
RMB  
Balance 78,553
Addition for acquisitions in 2014 54,921
Balance ¥ 133,474
XML 85 R68.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 6 - Goodwill (Details) - Goodwill and Accumulated Impairment Losses
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2013
CNY (¥)
Note 6 - Goodwill (Details) - Goodwill and Accumulated Impairment Losses [Line Items]        
Goodwill, gross ¥ 1,117,239   ¥ 1,134,179  
Accumulated impairment loss (983,765)   (1,000,705)  
Net as of January 1, 2014, December 31, 2014 and 2015 133,474 $ 20,605 133,474  
Eliminated on disposal of a subsidiary 16,940      
Eliminated on disposal of a subsidiary (16,940)      
Agency [Member]        
Note 6 - Goodwill (Details) - Goodwill and Accumulated Impairment Losses [Line Items]        
Goodwill, gross 1,096,102   1,096,102  
Accumulated impairment loss (962,628)   (962,628)  
Net as of January 1, 2014, December 31, 2014 and 2015 ¥ 133,474   133,474 ¥ 78,553
Eliminated on disposal of a subsidiary      
Eliminated on disposal of a subsidiary      
Claims Adjusting Segment [Member]        
Note 6 - Goodwill (Details) - Goodwill and Accumulated Impairment Losses [Line Items]        
Goodwill, gross ¥ 21,137   38,077  
Accumulated impairment loss ¥ (21,137)   ¥ (38,077)  
Net as of January 1, 2014, December 31, 2014 and 2015      
Eliminated on disposal of a subsidiary ¥ 16,940      
Eliminated on disposal of a subsidiary ¥ (16,940)      
XML 86 R69.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 7 - Investment in Affiliates (Details)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2013
CNY (¥)
Note 7 - Investment in Affiliates (Details) [Line Items]        
Income (Loss) from Equity Method Investments ¥ 26,924 $ 4,156 ¥ 30,649 ¥ 20,621
¥ 37,567 $ 5,799    
Shanghai Teamhead Automobile Surveyors Co. Ltd [Member]        
Note 7 - Investment in Affiliates (Details) [Line Items]        
Equity Method Investment, Ownership Percentage 40.00% 40.00% 40.00%  
Sincere Fame International Limited [Member]        
Note 7 - Investment in Affiliates (Details) [Line Items]        
Equity Method Investment, Ownership Percentage 20.60% 20.60% 20.60%  
XML 87 R70.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 7 - Investment in Affiliates (Details) - Investment in Affiliates
¥ in Thousands, $ in Thousands
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Schedule of Equity Method Investments [Line Items]      
Investment in affiliates ¥ 284,194 $ 43,872 ¥ 219,703
Shanghai Teamhead Automobile Surveyors Co. Ltd [Member]      
Schedule of Equity Method Investments [Line Items]      
Investment in affiliates 528   498
Sincere Fame International Limited [Member]      
Schedule of Equity Method Investments [Line Items]      
Investment in affiliates ¥ 283,666   ¥ 219,205
XML 88 R71.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 7 - Investment in Affiliates (Details) - Financial Information of Equity Method Investees - Balance Sheets - Equity Method Investments [Member] - CNY (¥)
¥ in Thousands
Dec. 31, 2015
Dec. 31, 2014
Balance sheet    
Current assets ¥ 1,348,637 ¥ 364,045
Non-current assets 2,190,168 1,335,315
Current liabilities 2,389,167 929,731
Non-current liabilities ¥ 69,615 ¥ 2,904
XML 89 R72.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 7 - Investment in Affiliates (Details) - Financial Information of Equity Method Investees - Income Statements - Equity Method Investments [Member] - CNY (¥)
¥ in Thousands
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Schedule of Investments [Line Items]      
Net Revenues ¥ 599,372 ¥ 403,908 ¥ 365,521
Gross profit 427,258 346,688 295,954
Income from operations 158,846 184,531 139,211
Net profit ¥ 130,647 ¥ 148,891 ¥ 116,674
XML 90 R73.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 8 - Variable Interest Entities (Details)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Sichuan Yihe Investment Co. Ltd. Member and Shenzhen Xinbao Investment Management Co.Ltd. [Member] | Ying SiKang Information Technology Shenzhen Co Ltd [Member]    
Note 8 - Variable Interest Entities (Details) [Line Items]    
Loans and Leases Receivable Related Parties Commitments Fixed Interest Rates 0.00%  
Two PRC Affiliated Entities [Member] | Litian Xilian Information and Zhonglian Enterprise [Member]    
Note 8 - Variable Interest Entities (Details) [Line Items]    
Variable Interest Entity VIE Automatic Extended or Renewal Term of Agreement 1 year  
Group VIEs [Member] | Sichuan Yihe Investment Co. Ltd. Member and Shenzhen Xinbao Investment Management Co.Ltd. [Member]    
Note 8 - Variable Interest Entities (Details) [Line Items]    
Number of Variable Interest Entities   7
Yihe Investment [Member] | Zhonglian Enterprise [Member]    
Note 8 - Variable Interest Entities (Details) [Line Items]    
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners 39.10%  
Yihe Investment [Member] | Xinlian Information [Member]    
Note 8 - Variable Interest Entities (Details) [Line Items]    
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners 40.90%  
Yihe Investment [Member] | CNinsure Group Company [Member]    
Note 8 - Variable Interest Entities (Details) [Line Items]    
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners 20.00%  
Group VIEs [Member] | Sichuan Yihe Investment Co. Ltd. Member and Shenzhen Xinbao Investment Management Co.Ltd. [Member]    
Note 8 - Variable Interest Entities (Details) [Line Items]    
Number of Variable Interest Entities 5  
XML 91 R74.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 8 - Variable Interest Entities (Details) - Financial Information of the Company’s VIEs - Balance Sheets - CNY (¥)
¥ in Thousands
Dec. 31, 2015
Dec. 31, 2014
Financial Information of the Company’s VIEs - Balance Sheets [Abstract]    
Total assets ¥ 103,740 ¥ 63,090
Total liabilities ¥ 104,795 ¥ 38,716
XML 92 R75.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 8 - Variable Interest Entities (Details) - Financial Information of the Company’s VIEs - Income Statements
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2013
CNY (¥)
Variable Interest Entity [Line Items]        
Net Revenues ¥ 108,133   ¥ 72,645 ¥ 125,961
Net loss (14,554)   (9,636) (3,767)
Net cash used in operating activities 281,304 $ 43,426 261,649 185,945
Net cash generated from (used in) investing activities (1,131,551) (174,681) (445,395) (419,308)
Net cash generated from financing activities (143,708) $ (22,185) (7,817) 3,350
Variable Interest Entity, Primary Beneficiary [Member]        
Variable Interest Entity [Line Items]        
Net cash used in operating activities 37,943   (49,782) (13,500)
Net cash generated from (used in) investing activities ¥ (31,682)   14,709 ¥ 12,041
Net cash generated from financing activities     ¥ 33,370  
XML 93 R76.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 9 - Other Payables and Accrued Expenses (Details) - CNY (¥)
¥ in Thousands
Dec. 31, 2015
Dec. 31, 2014
Note 9 - Other Payables and Accrued Expenses (Details) [Line Items]    
Due to Third Parties, Current [1] ¥ 42,622 ¥ 23,677
Puyi Fund Sales [Member]    
Note 9 - Other Payables and Accrued Expenses (Details) [Line Items]    
Due to Third Parties, Current ¥ 19,500  
Puyi Fund Sales [Member]    
Note 9 - Other Payables and Accrued Expenses (Details) [Line Items]    
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners 19.50%  
[1] As of December 31, 2015, included in accrued expenses to third parties represents an amount of RMB19,500 payable to CNinsure Puyi Fund Sales Co. Ltd. ("Puyi Fund Sales"), in which the Group beneficially owns 19.5% equity interests, for promotional activities.
XML 94 R77.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 9 - Other Payables and Accrued Expenses (Details) - Other Payables and Accrued Expenses
¥ in Thousands, $ in Thousands
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Other Payables and Accrued Expenses [Abstract]      
Business and other tax payable ¥ 35,358   ¥ 24,987
Refundable deposits from employees and agents 13,239   9,705
Professional fees 18,553   17,340
Accrued expenses to third parties (note i) [1] 42,622   23,677
Payables for addition of office equipment, furniture and fixtures 8,618   8,618
Advance from third parties 35,808   8,542
Insurance compensation claim payable to customers 823   1,563
Payable for equity acquisition of investment in affiliates/subsidiaries 38,495   4,685
Contributions from members of eHuzhu mutual aid program 8,995   2,341
Others 11,051   7,954
Total ¥ 213,562 $ 32,968 ¥ 109,412
[1] As of December 31, 2015, included in accrued expenses to third parties represents an amount of RMB19,500 payable to CNinsure Puyi Fund Sales Co. Ltd. ("Puyi Fund Sales"), in which the Group beneficially owns 19.5% equity interests, for promotional activities.
XML 95 R78.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 10 - Employee Benefit Plans (Details) - CNY (¥)
¥ in Thousands
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Note 10 - Employee Benefit Plans (Details) [Line Items]      
Defined Benefit Plan, Contributions by Employer ¥ 47,955 ¥ 45,467 ¥ 42,919
Minimum [Member]      
Note 10 - Employee Benefit Plans (Details) [Line Items]      
Defined Contribution Plan Employer Percentage Contribution 10.00%    
Maximum [Member]      
Note 10 - Employee Benefit Plans (Details) [Line Items]      
Defined Contribution Plan Employer Percentage Contribution 22.00%    
XML 96 R79.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 11 - Income Taxes (Details)
¥ / shares in Units, ¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
¥ / shares
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
¥ / shares
Dec. 31, 2014
USD ($)
Dec. 31, 2013
CNY (¥)
¥ / shares
Dec. 31, 2013
USD ($)
Dec. 31, 2012
USD ($)
Note 11 - Income Taxes (Details) [Line Items]              
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent 25.00% 25.00% 25.00% 25.00% 25.00% 25.00%  
Income Tax Expense (Benefit) (in Dollars) ¥ 25,865 $ 3,993 ¥ 24,289   ¥ 27,158    
Operating Loss Carryforwards Expiration Period         5 years 5 years  
Tax Loss Carried Forward Expired and Cancelled 4,251            
Income Tax Holiday, Aggregate Dollar Amount ¥ 44,381   ¥ 34,315   ¥ 27,686    
Income Tax Holiday, Income Tax Benefits Per Share (in Yuan Renminbi per share) | ¥ / shares ¥ 0.04   ¥ 0.03   ¥ 0.03    
Withholding Tax Rate on Dividend Distributed by Foreign Investment Entities 10.00% 10.00%          
Lower Withholding Tax Rate on Dividend Distributed by Foreign Investment Entities Minimum Percentage of Equity Interest 25.00% 25.00%          
Lower Withholding Tax Rate on Dividend Distributed by Foreign Investment Entities 5.00% 5.00%          
Undistributed Earnings of Domestic Subsidiaries ¥ 1,954,541   ¥ 1,967,287        
Deferred Tax Liability Not Recognized, Amount of Unrecognized Deferred Tax Liability, Undistributed Earnings of Domestic Subsidiaries ¥ 195,454   ¥ 196,729        
HONG KONG              
Note 11 - Income Taxes (Details) [Line Items]              
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent 16.50% 16.50% 16.50% 16.50% 16.50% 16.50%  
Operating Loss Carryforwards Expiration Date One [Member]              
Note 11 - Income Taxes (Details) [Line Items]              
Operating Loss Carryforwards ¥ 14,039            
Operating Loss Carryforwards Expiration Date Two [Member]              
Note 11 - Income Taxes (Details) [Line Items]              
Operating Loss Carryforwards 20,306            
Operating Loss Carryforwards Expiration Date Three [Member]              
Note 11 - Income Taxes (Details) [Line Items]              
Operating Loss Carryforwards 28,200            
Operating Loss Carryforwards Expiration Date Four [Member]              
Note 11 - Income Taxes (Details) [Line Items]              
Operating Loss Carryforwards 34,400            
Operating Loss Carryforwards Expiration Date Five [Member]              
Note 11 - Income Taxes (Details) [Line Items]              
Operating Loss Carryforwards ¥ 34,254            
Domestic Tax Authority [Member]              
Note 11 - Income Taxes (Details) [Line Items]              
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent 25.00% 25.00%          
Income Tax Holiday Tax Exemption Period     2 years 2 years      
Income Tax Reduction Percentage Following Exemption Period     50.00% 50.00%      
Income Tax Reduction Period     3 years 3 years      
Income Tax, Statute of Limitations Period for Under Payment of Income Taxes Due to Computational Errors 3 years 3 years          
Income Tax, Statute of Limitations Period Under Special Circumstances 5 years 5 years          
Underpayment of Income Tax Liability, Sepcial Circumstance Threshold ¥ 100            
Income Tax, Statute of Limitations Period for Transfer Pricing Related Adjustment 10 years 10 years          
Operating Loss Carryforwards ¥ 131,198   ¥ 166,557        
Domestic Tax Authority [Member] | Litian Zuoyue Software Beijing Co. Limited [Member]              
Note 11 - Income Taxes (Details) [Line Items]              
Income Taxes Preferential Tax Rate     12.50% 12.50% 12.50% 12.50% 12.50%
Domestic Tax Authority [Member] | CN Software [Member]              
Note 11 - Income Taxes (Details) [Line Items]              
Income Taxes Preferential Tax Rate 12.50% 12.50% 12.50% 12.50%      
Domestic Tax Authority [Member] | State Administration of Taxation, China [Member] | CN Software [Member]              
Note 11 - Income Taxes (Details) [Line Items]              
Income Tax Expense (Benefit) (in Dollars) | $           $ 0 $ 0
Domestic Tax Authority [Member] | State Administration of Taxation, China [Member] | Ying SiKang Information Technology Shenzhen Co Ltd [Member]              
Note 11 - Income Taxes (Details) [Line Items]              
Income Tax Expense (Benefit) (in Dollars) | $   $ 0   $ 0      
XML 97 R80.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 11 - Income Taxes (Details) - Unrecognized Tax Benefits
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2013
CNY (¥)
Unrecognized Tax Benefits [Abstract]        
Unrecognized tax benefit ¥ 53,855   ¥ 50,735 ¥ 47,589
Offset/Effect per FASB ASU No. 2013-11 - Income Taxes (Topic 740) 825   (4,808)  
Gross increase in prior-period tax positions 15,674   7,928 3,146
Unrecognized tax benefit ¥ 70,354 $ 10,861 ¥ 53,855 ¥ 50,735
XML 98 R81.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 11 - Income Taxes (Details) - Income Tax Expenses
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2013
CNY (¥)
Income Tax Expenses [Abstract]        
Current tax expense ¥ 26,932   ¥ 25,607 ¥ 29,436
Deferred tax income (1,067)   (1,318) (2,278)
Income tax expense ¥ 25,865 $ 3,993 ¥ 24,289 ¥ 27,158
XML 99 R82.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 11 - Income Taxes (Details) - Deferred Income Tax Assets and Liabilities - CNY (¥)
¥ in Thousands
Dec. 31, 2015
Dec. 31, 2014
Current deferred tax assets:    
Operating loss carryforward ¥ 1,079 ¥ 4,313
Less: valuation allowances (1,079) (4,313)
Non-current deferred tax assets:    
Operating loss carryforward, after offset effect of ASU 2013-11 27,245 33,930
Less: valuation allowances (25,587) (31,292)
Non-current deferred tax asset, net 1,658 2,638
Total 1,658 2,638
Deferred tax liabilities:    
Intangible assets, net 3,895 6,769
Investment income 18,162 18,162
Total ¥ 22,057 ¥ 24,931
XML 100 R83.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 11 - Income Taxes (Details) - Reconciliation of Income Taxes
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2013
CNY (¥)
Reconciliation of Income Taxes [Abstract]        
Income before income taxes and income of affiliates ¥ 214,422 $ 33,102 ¥ 159,720 ¥ 106,521
PRC statutory tax rate 25.00% 25.00% 25.00% 25.00%
Income tax at statutory tax rate ¥ 53,605   ¥ 39,930 ¥ 26,630
Expenses not deductible for tax purposes:        
Entertainment 685   579 494
Other 5,176   6,482 12,974
Tax exemption and tax relief:        
Tax rate differential (44,381)   (34,315) (27,686)
Change in valuation allowance (4,194)   2,934 13,812
Uncertain tax provisions 15,674   7,928 3,148
Other (700)   751 (2,214)
Income tax expense ¥ 25,865 $ 3,993 ¥ 24,289 ¥ 27,158
XML 101 R84.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 12 - Capital Structure (Details) - $ / shares
1 Months Ended 12 Months Ended
Dec. 17, 2014
Dec. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Nov. 30, 2014
Note 12 - Capital Structure (Details) [Line Items]          
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period     6,754,720 1,704,380  
Stock Issued During Period, Stock Options Exercised, Percentage of Shares, Outstanding     0.59% 0.15%  
Stock Repurchased During Period, Shares, Percentage     0.20%    
American Depositary Shares [Member]          
Note 12 - Capital Structure (Details) [Line Items]          
Stock Repurchased During Period, Shares     2,261,100    
Employee Companies [Member]          
Note 12 - Capital Structure (Details) [Line Items]          
Share Purchase Agreements, Shares Authorized   150,000,000   150,000,000 100,000,000
Stock Issued During Period, Shares, New Issues   150,000,000      
Stock Issued During Period, Shares, Percentage of Shares Outstanding       13.04%  
Stock Issued During Period, Lock-up Period 180 days        
Stockholders' Equity Note, Subscriptions Receivable, Interest Rate 3.00% 3.00%      
Employee Companies [Member] | Share Purchase Agreements, Share Price 1 [Member]          
Note 12 - Capital Structure (Details) [Line Items]          
Stock Issued During Period, Shares, New Issues   100,000,000   100,000,000  
Shares Issued, Price Per Share (in Dollars per share)   $ 0.27   $ 0.27  
Employee Companies [Member] | Share Purchase Agreements, Share Price 1 [Member] | American Depositary Shares [Member]          
Note 12 - Capital Structure (Details) [Line Items]          
Shares Issued, Price Per Share (in Dollars per share)   $ 5.40   5.40  
Employee Companies [Member] | Share Purchase Agreements, Share Price 2 [Member]          
Note 12 - Capital Structure (Details) [Line Items]          
Stock Issued During Period, Shares, New Issues 50,000,000 50,000,000      
Shares Issued, Price Per Share (in Dollars per share) $ 0.29 $ 0.29   $ 0.29  
Employee Companies [Member] | Share Purchase Agreements, Share Price 2 [Member] | American Depositary Shares [Member]          
Note 12 - Capital Structure (Details) [Line Items]          
Shares Issued, Price Per Share (in Dollars per share) $ 5.8        
Maximum [Member] | Employee Companies [Member]          
Note 12 - Capital Structure (Details) [Line Items]          
Stockholders' Equity Note, Subscriptions Receivable, Term 2 years 2 years      
XML 102 R85.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 13 - Net Income Per Share (Details) - shares
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Earnings Per Share [Abstract]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 16,920 38,222,880
XML 103 R86.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 13 - Net Income Per Share (Details) - Net Income (Loss) per Share
¥ / shares in Units, $ / shares in Units, ¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
¥ / shares
shares
Dec. 31, 2015
USD ($)
$ / shares
shares
Dec. 31, 2014
CNY (¥)
¥ / shares
shares
Dec. 31, 2013
CNY (¥)
¥ / shares
shares
Basic:        
Net income | ¥ ¥ 215,481   ¥ 166,080 ¥ 99,984
Less: Net (loss) income attributable to the noncontrolling interests 5,395 $ 833 4,320 4,341
Net income (loss) attributable to the Company’s shareholders ¥ 210,086 $ 32,432 ¥ 161,760 ¥ 95,643
Weighted average number of ordinary shares outstanding (in Shares) 1,151,705,374 1,151,705,374 1,005,842,212 998,861,526
Weighted average number of dilutive potential ordinary shares from share options (in Shares) 51,618,147 51,618,147 6,749,175 1,708,492
Total (in Shares) 1,203,323,521 1,203,323,521 1,012,591,387 1,000,570,018
Diluted net income per ordinary share (in Yuan Renminbi per share) | (per share) ¥ 0.17 $ 0.03 ¥ 0.16 ¥ 0.10
Diluted net income per ADS (in Yuan Renminbi per share) | ¥ / shares 3.49   3.19 1.91
Basic net income per ordinary share (in Yuan Renminbi per share) | (per share) 0.18 $ 0.03 0.16 0.10
Basic net income per ADS (in Yuan Renminbi per share) | ¥ / shares ¥ 3.65   ¥ 3.22 ¥ 1.92
XML 104 R87.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 14 - Distribution of Profits (Details)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Note 14 - Distribution of Profits (Details) [Line Items]      
Retained Earnings, Appropriated ¥ 302,115 $ 46,639 ¥ 198,422
CHINA      
Note 14 - Distribution of Profits (Details) [Line Items]      
Appropriations to Statutory Capital and Surplus Percentage Minimum 10.00%    
Appropriations to Statutory Capital and Surplus Maximum Percentage of Registered Capital 50.00% 50.00%  
XML 105 R88.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 15 - Related Party Balances and Transactions (Details)
¥ in Thousands, $ in Thousands
1 Months Ended 12 Months Ended
Oct. 31, 2011
CNY (¥)
Oct. 31, 2011
USD ($)
Dec. 31, 2013
CNY (¥)
Dec. 31, 2015
CNY (¥)
Dec. 31, 2014
CNY (¥)
Note 15 - Related Party Balances and Transactions (Details) [Line Items]          
Related Party Transaction Interest Income from Transactions with Related Party [1]       ¥ 29,708 ¥ 46,472
Subsidiary Holding Equity Interest in Subsidiary of Sincere Fame [Member] | Beijing Fanhua Micro Credit Company Limited [Member]          
Note 15 - Related Party Balances and Transactions (Details) [Line Items]          
Equity Method Investment, Ownership Percentage       30.00%  
Sincere Fame International Limited and Subsidiaries [Member]          
Note 15 - Related Party Balances and Transactions (Details) [Line Items]          
Related Party Transaction Amount of Loan Agreed to be Advanced | $   $ 50,000      
Due from Related Party Principal Receivable, Current         179,681
Interest Receivable, Current       ¥ 36,508 28,420
Accounts Receivable, Related Parties, Current         1,500
Sincere Fame International Limited [Member]          
Note 15 - Related Party Balances and Transactions (Details) [Line Items]          
Facility Letter Validity Period 2 years 2 years      
Facility Letter Validity Renewal Period 2 years 2 years      
Related Party Transaction, Rate 7.30% 7.30%      
Affiliated Entity [Member]          
Note 15 - Related Party Balances and Transactions (Details) [Line Items]          
Related Party Transaction Interest Income from Transactions with Related Party     ¥ 6,843 ¥ 8,088 ¥ 12,170
Affiliated Entity [Member] | Subsidiaries [Member]          
Note 15 - Related Party Balances and Transactions (Details) [Line Items]          
Revenue from Related Parties     ¥ 1,415    
Maximum [Member] | Sincere Fame International Limited and Subsidiaries [Member]          
Note 15 - Related Party Balances and Transactions (Details) [Line Items]          
Related Party Transaction Amount of Loan Agreed to be Advanced ¥ 317,990        
[1] This represented accrued interest income on bank deposits, interest bearing receivable from third parties as described in (v) and accrued interest on subscription receivables (note 2(m)).
XML 106 R89.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 15 - Related Party Balances and Transactions (Details) - Due from and Due to Related Parties
¥ in Thousands, $ in Thousands
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Related Party Transaction [Line Items]      
Amount due from an affiliate and its subsidiaries, net (i) ¥ 36,508 $ 5,636 ¥ 209,601
Subscription receivables (note 2(m) & note 12) 268,829 $ 41,500 257,491
Noncontrolling Shareholders [Member]      
Related Party Transaction [Line Items]      
Amount due from an affiliate and its subsidiaries, net (i) [1] ¥ 36,508   ¥ 209,601
[1] The Group agreed to grant a revolving loan with a maximum amount of US$50,000 (equivalent to RMB317,990 as per the agreement) to Sincere Fame and its subsidiaries pursuant to a facility letter entered in October 2011 (the "Facility"). The Facility is valid for two years and is renewed upon mutual agreement for another two years in October 2015. On January 1, 2012, the Group and Sincere Fame further entered into a supplemental loan agreement, which established the legal rights to offset the interests and amounts receivable or payable between the Group and Sincere Fame, and all the subsidiaries of the Group and Sincere Fame. As of December 31, 2014 and 2015, the amount due from Sincere Fame and its subsidiaries represented RMB179,681 and nil principal receivable, RMB28,420 and RMB36,508 (US$5,636) interest receivable which are unsecured and bear interest at 7.3% and are repayable on demand. In addition, as of December 31, 2014 and 2015, amount of RMB1,500 and nil account receivables represent due from Sincere Fame and its subsidiaries are unsecured, interest-free and repayable on demand.
XML 107 R90.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 16 - Commitments and Contingencies (Details) - CNY (¥)
¥ in Thousands
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Commitments and Contingencies Disclosure [Abstract]      
Operating Leases, Rent Expense, Net ¥ 36,206 ¥ 27,455 ¥ 30,509
XML 108 R91.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 16 - Commitments and Contingencies (Details) - Future Minimum Lease Payments under Non-cancelable Operating Leases
¥ in Thousands
Dec. 31, 2015
CNY (¥)
Future Minimum Lease Payments under Non-cancelable Operating Leases [Abstract]  
2016 ¥ 31,152
2017 16,080
2018 7,516
2019 6,535
2020 4,121
Total ¥ 65,404
XML 109 R92.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 17 - Concentrations of Credit Risk (Details) - Concentration Risk - Net Revenues - Sales [Member] - Customer Concentration Risk [Member] - CNY (¥)
¥ in Thousands
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Concentration Risk [Line Items]      
Total net revenues from commissions and fees ($) ¥ 1,276,835 ¥ 992,491 ¥ 799,490
Total net revenues from commissions and fees (%) 45.00% 47.00% 46.00%
PICC [Member]      
Concentration Risk [Line Items]      
Total net revenues from commissions and fees ($) ¥ 676,939 ¥ 442,608 ¥ 346,405
Total net revenues from commissions and fees (%) 24.00% 21.00% 20.00%
China Pacific Property Insurance Co. Ltd [Member]      
Concentration Risk [Line Items]      
Total net revenues from commissions and fees ($) ¥ 315,961 ¥ 255,655 ¥ 204,983
Total net revenues from commissions and fees (%) 11.00% 12.00% 12.00%
Ping An Property and Casualty Insurance Company of China Ltd [Member]      
Concentration Risk [Line Items]      
Total net revenues from commissions and fees ($) ¥ 283,935 ¥ 294,228 ¥ 248,102
Total net revenues from commissions and fees (%) 10.00% 14.00% 14.00%
XML 110 R93.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 17 - Concentrations of Credit Risk (Details) - Concentration Risk - Accounts Receivable
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2015
USD ($)
Concentration Risk [Line Items]      
Accounts Receivable ($) ¥ 241,264 ¥ 186,150 $ 37,245
Accounts Receivable [Member] | Customer Concentration Risk [Member]      
Concentration Risk [Line Items]      
Accounts Receivable ($) ¥ 109,254 ¥ 83,947  
Accounts Receivable (%) 45.00% 45.00%  
PICC [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]      
Concentration Risk [Line Items]      
Accounts Receivable ($) ¥ 53,851 ¥ 32,117  
Accounts Receivable (%) 22.00% 17.00%  
China Pacific Property Insurance Co. Ltd [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]      
Concentration Risk [Line Items]      
Accounts Receivable ($) ¥ 28,947 ¥ 22,927  
Accounts Receivable (%) 12.00% 12.00%  
Ping An Property and Casualty Insurance Company of China Ltd [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]      
Concentration Risk [Line Items]      
Accounts Receivable ($) [1] ¥ 28,903  
Accounts Receivable (%) [1] 16.00%  
Huaxia Life Insurance Company Limited [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]      
Concentration Risk [Line Items]      
Accounts Receivable ($) ¥ 26,456 [1]  
Accounts Receivable (%) 11.00% [1]  
[1] represented less than 10% of account receivables as of the year end.
XML 111 R94.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 18 - Non-Cash Transactions (Details) - Non-Cash Investing Activities
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2013
CNY (¥)
Non-Cash Investing Activities [Abstract]        
Considerations payable in connection with acquisition of additional interests in subsidiaries ¥ 34,310 ¥ 4,685    
Considerations payable in connection with other investment       ¥ 3,720
Subscription receivables from employee companies (Note 2(m) & Note 12) ¥ 268,829 ¥ 257,491 $ 41,500  
XML 112 R95.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 19 - Share-based Compensation (Details)
¥ / shares in Units, $ / shares in Units, ¥ in Thousands
1 Months Ended 12 Months Ended
Jul. 01, 2014
¥ / shares
shares
Jun. 24, 2013
¥ / shares
shares
Apr. 02, 2012
¥ / shares
shares
Mar. 12, 2012
¥ / shares
Mar. 12, 2012
¥ / shares
$ / shares
Mar. 12, 2012
¥ / shares
shares
Mar. 12, 2012
¥ / shares
$ / shares
shares
Mar. 09, 2009
¥ / shares
shares
Nov. 21, 2008
¥ / shares
shares
Oct. 31, 2015
CNY (¥)
Dec. 31, 2013
CNY (¥)
¥ / shares
shares
Dec. 31, 2015
CNY (¥)
¥ / shares
shares
Dec. 31, 2014
CNY (¥)
¥ / shares
shares
Dec. 31, 2013
CNY (¥)
¥ / shares
shares
Dec. 31, 2015
USD ($)
$ / shares
shares
Nov. 30, 2014
¥ / shares
shares
Nov. 30, 2014
$ / shares
shares
Oct. 31, 2014
shares
Dec. 31, 2012
¥ / shares
shares
Mar. 29, 2012
shares
Mar. 12, 2012
$ / shares
Mar. 09, 2009
$ / shares
Nov. 21, 2008
$ / shares
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Allocated Share-based Compensation Expense (in Yuan Renminbi) | ¥                       ¥ 17,653 ¥ 23,598 ¥ 45,317                  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period                       6,754,720 1,704,380                    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period                       429,328 2,113,656 1,431,734                  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number                     131,729,497 75,063,552 82,247,600 131,729,497 75,063,552       133,161,231        
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number                       7,288,151     7,288,151                
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Yuan Renminbi) | ¥                       ¥ 4,893                      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number                       67,775,401     67,775,401                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Yuan Renminbi per share) | ¥ / shares                     ¥ 1.92 ¥ 1.93 ¥ 1.93 ¥ 1.92         ¥ 1.92        
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Yuan Renminbi per share) | ¥ / shares                       ¥ 1.94                      
Inscom Options 2013 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Noncontrolling Interest, Ownership Percentage by Parent                                       65.10%      
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized                                       202,400,000      
Share Based Compensation Arrangement by Share Based Payment Award, Shares Authorized as Percentage of Total Number of Ordinary Shares                                       20.00%      
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Yuan Renminbi per share) | ¥ / shares   ¥ 1.20                                          
Allocated Share-based Compensation Expense (in Yuan Renminbi) | ¥                           ¥ 6                  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period                       0 0                    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares   60,000                                          
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period                       4,119,879                      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number                       16,538,433     16,538,433                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period                       0 0                    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number                       16,538,433     16,538,433                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term                       5 years                      
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $                             $ 0                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Yuan Renminbi per share) | ¥ / shares                       ¥ 0.025                      
Inscom Options 2013 Plan [Member] | Entrepreneurial Agents [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross   5,914,312                                          
Inscom Options 2013 Plan [Member] | Employees [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross   14,744,000                                          
InsCom Options 2014 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Yuan Renminbi per share) | ¥ / shares ¥ 0.028                                            
Allocated Share-based Compensation Expense (in Yuan Renminbi) | ¥                         ¥ 109                    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period                       0 0                    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | ¥ / shares ¥ 0                                            
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period                       2,073,794                      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number                       9,592,487     9,592,487                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period                       0 0                    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number                       9,592,487     9,592,487                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term                       3 years 292 days                      
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $                             $ 0                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Yuan Renminbi per share) | ¥ / shares                       ¥ 0.028                      
InsCom Options 2014 Plan [Member] | Entrepreneurial Agents [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross 3,477,281                                            
InsCom Options 2014 Plan [Member] | Employees [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross 8,189,000                                            
Inscom Options 2012 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Allocated Share-based Compensation Expense (in Yuan Renminbi) | ¥                           6                  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period                       0 0                    
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period     2 years                                        
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | ¥ / shares     ¥ 1.00                                        
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | ¥ / shares     ¥ 0                                        
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period                       6,036,035                      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number                       54,972,301     54,972,301                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period                       0 0                    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number                       54,972,301     54,972,301                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term                       5 years                      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Yuan Renminbi per share) | ¥ / shares                       ¥ 0.025                      
Inscom Options 2012 Plan [Member] | Entrepreneurial Agents [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross     36,515,586                                        
Inscom Options 2012 Plan [Member] | Employees [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross     24,492,750                                        
Options 2012 Plan G [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross           92,845,000 92,845,000                                
Allocated Share-based Compensation Expense (in Yuan Renminbi) | ¥                       ¥ 12,940 ¥ 22,200 ¥ 35,732                  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period                       5,923,620                      
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period           5 years 5 years                                
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | (per share)       ¥ 1.90 ¥ 1.90 ¥ 1.90 ¥ 1.90                 ¥ 0.006 $ 0.001       $ 0.30    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | (per share)           ¥ 0.26 ¥ 0.04                                
Share Based Compensation Arrangement by Share Based Payment Award, Risk Premium           1.05% 1.05%                                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period                       114,250 932,305 786,670                  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number                       39,838,822     39,838,822                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number                       32,770,447     32,770,447                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term                       6 years 3 months                      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Yuan Renminbi per share) | ¥ / shares                       ¥ 0.006                      
Options 2012 Plan G [Member] | Director [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures           8,800,000 8,800,000                                
Options 2012 Plan G [Member] | Independent Director [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | (per share)       1.98 1.98 ¥ 1.98 ¥ 1.98                           0.31    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures           3,200,000 3,200,000                                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | (per share)           ¥ 0.17 ¥ 0.03                                
Options 2012 Plan H [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross           3,800,000 3,800,000                                
Allocated Share-based Compensation Expense (in Yuan Renminbi) | ¥                       ¥ 1,213 ¥ 1,289 ¥ 1,288                  
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | (per share)       1.90 ¥ 1.90 ¥ 1.90 ¥ 1.90                 ¥ 0.006 $ 0.001       $ 0.30    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | (per share)       ¥ 0.26 ¥ 0.04                                    
Share Based Compensation Arrangement by Share Based Payment Award, Risk Premium                         1.05%                    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period                       284,978 898,740 143,664                  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number                       1,023,310     1,023,310                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number                       803,534     803,534                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term                       6 years 3 months                      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Yuan Renminbi per share) | ¥ / shares                       ¥ 0.006                      
Options 2012 Plan H [Member] | Entrepreneurial Agents [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross           3,000,000 3,000,000                                
Options 2012 Plan H [Member] | Captains [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross           800,000 800,000                                
Options 2010 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period                       62,140                      
Options 2009 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross               10,000,000                              
Allocated Share-based Compensation Expense (in Yuan Renminbi) | ¥                           ¥ 238                  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period                       394,420                      
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period               4 years                              
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | (per share)               ¥ 2.30                           $ 0.34  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | ¥ / shares               ¥ 0                              
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period                       30,100 110,900 231,600                  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number                       6,575,480     6,575,480                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number                       6,575,480     6,575,480                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term                       2 years                      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Yuan Renminbi per share) | ¥ / shares                       ¥ 2.30                      
Options 2008 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross                 32,000,000                            
Allocated Share-based Compensation Expense (in Yuan Renminbi) | ¥                           ¥ 946                  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period                       374,540                      
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | (per share)                 ¥ 1.90                           $ 0.28
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | ¥ / shares                 ¥ 0                            
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period                         171,700 269,800                  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number                       27,625,940     27,625,940                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number                       27,625,940     27,625,940                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term                       2 years                      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Yuan Renminbi per share) | ¥ / shares                       ¥ 1.90                      
2008 Options and 2009 Options [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost (in Yuan Renminbi) | ¥                     ¥ 6,700                        
Inscom Options [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Yuan Renminbi per share) | ¥ / shares                     ¥ 0.025                        
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost (in Yuan Renminbi) | ¥                   ¥ 100 ¥ 401                        
Share-based Compensation, Options, Extended Period                     1 year                        
Options 2012 Plan G and Options 2012 Plan H [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized                               46,722,500 46,722,500 96,645,000          
Options Modified into Shares Options                         91,327,722                    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number                         45,663,861                    
Option Modification [Member] | Options 2012 Plan G and Options 2012 Plan H [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Allocated Share-based Compensation Expense (in Yuan Renminbi) | ¥                         ¥ 0                    
Vest on June 30, 2015 [Member] | InsCom Options 2014 Plan [Member] | Entrepreneurial Agents [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross 3,477,281                                            
Vest on June 30, 2015 [Member] | InsCom Options 2014 Plan [Member] | Employees [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross 3,930,000                                            
Vest on July 1, 2014 [Member] | InsCom Options 2014 Plan [Member] | Employees [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross 4,259,000                                            
Option I1 [Member] | Vesting on April 2, 2012 [Member] | Inscom Options 2012 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage     86.00%                                        
Option I2 [Member] | Vesting on June 30, 2013 [Member] | Inscom Options 2012 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage     14.00%                                        
Option I3 [Member] | Vesting on April 2, 2012 [Member] | Inscom Options 2012 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage     36.00%                                        
Option I4 [Member] | Vesting on June 30, 2013 [Member] | Inscom Options 2012 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage     64.00%                                        
Option G1 [Member] | Vesting on May 31, 2012 [Member] | Options 2012 Plan G [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage           20.00% 20.00%                                
Option G2 [Member] | Vesting on May 31, 2013 [Member] | Options 2012 Plan G [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage           20.00% 20.00%                                
Option G3 [Member] | Vesting on May 31, 2014 [Member] | Options 2012 Plan G [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage           25.00% 25.00%                                
Option G4 [Member] | Vesting on May 31, 2015 [Member] | Options 2012 Plan G [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage           20.00% 20.00%                                
Option G5 [Member] | Vesting on May 31, 2016 [Member] | Options 2012 Plan G [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage           15.00% 15.00%                                
Option H1 [Member] | Vesting on May 31, 2014 [Member] | Options 2012 Plan H [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage           40.00% 40.00%                                
Option H2 [Member] | Vesting on May 31, 2015 [Member] | Options 2012 Plan H [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage           40.00% 40.00%                                
Option H3 [Member] | Options 2012 Plan H [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ / shares                             $ 0.46                
Option H3 [Member] | Vesting on May 31, 2016 [Member] | Options 2012 Plan H [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage           20.00% 20.00%                                
Option H4 [Member] | Vesting on May 31, 2014 [Member] | Options 2012 Plan H [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage           40.00% 40.00%                                
Option H5 [Member] | Vesting on May 31, 2015 [Member] | Options 2012 Plan H [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage           40.00% 40.00%                                
Option H6 [Member] | Vesting on May 31, 2016 [Member] | Options 2012 Plan H [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage           20.00% 20.00%                                
Option D 1 [Member] | Vesting on March 31, 2010 [Member] | Options 2009 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage               30.00%                              
Option D 2 [Member] | Vesting on March 31, 2011 [Member] | Options 2009 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage               30.00%                              
Option D 3 [Member] | Vesting on March 31, 2012 [Member] | Options 2009 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage               20.00%                              
Option D 4 [Member] | Vesting on March 31, 2013 [Member] | Options 2009 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage               20.00%                              
Option C 1 [Member] | Vesting on March 31, 2010 [Member] | Options 2008 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage                 30.00%                            
Option C 2 [Member] | Vesting on March 31, 2011 [Member] | Options 2008 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage                 30.00%                            
Option C 3 [Member] | Vesting on March 31, 2012 [Member] | Options 2008 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage                 20.00%                            
Option C 4 [Member] | Vesting on March 31, 2013 [Member] | Options 2008 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage                 20.00%                            
Forfeited Options [Member] | Options 2012 Plan G [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Allocated Share-based Compensation Expense (in Yuan Renminbi) | ¥                       ¥ 0 0 ¥ 0                  
Forfeited Options [Member] | Options 2012 Plan H [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Allocated Share-based Compensation Expense (in Yuan Renminbi) | ¥                       0 0 0                  
Forfeited Options [Member] | Options 2009 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Allocated Share-based Compensation Expense (in Yuan Renminbi) | ¥                       0 0 0                  
Forfeited Options [Member] | Options 2008 Plan [Member]                                              
Note 19 - Share-based Compensation (Details) [Line Items]                                              
Allocated Share-based Compensation Expense (in Yuan Renminbi) | ¥                       ¥ 0 ¥ 0 ¥ 0                  
XML 113 R96.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 19 - Share-based Compensation (Details) - 2012 Option G -Fair Value Assumptions - Options 2012 Plan G [Member]
12 Months Ended
Dec. 31, 2015
Option G1 [Member]  
Note 19 - Share-based Compensation (Details) - 2012 Option G -Fair Value Assumptions [Line Items]  
Weight average assumptions – expected dividend yield 0.00%
Risk-free interest rate 2.02%
Expected life (years) 5 years 40 days
Expected volatility 74.54%
Option G2 [Member]  
Note 19 - Share-based Compensation (Details) - 2012 Option G -Fair Value Assumptions [Line Items]  
Weight average assumptions – expected dividend yield 0.00%
Risk-free interest rate 2.16%
Expected life (years) 5 years 222 days
Expected volatility 74.54%
Option G3 [Member]  
Note 19 - Share-based Compensation (Details) - 2012 Option G -Fair Value Assumptions [Line Items]  
Weight average assumptions – expected dividend yield 0.00%
Risk-free interest rate 2.29%
Expected life (years) 6 years 40 days
Expected volatility 74.54%
Option G4 [Member]  
Note 19 - Share-based Compensation (Details) - 2012 Option G -Fair Value Assumptions [Line Items]  
Weight average assumptions – expected dividend yield 0.00%
Risk-free interest rate 2.42%
Expected life (years) 6 years 222 days
Expected volatility 74.54%
Option G5 [Member]  
Note 19 - Share-based Compensation (Details) - 2012 Option G -Fair Value Assumptions [Line Items]  
Weight average assumptions – expected dividend yield 0.00%
Risk-free interest rate 2.55%
Expected life (years) 7 years 40 days
Expected volatility 74.54%
XML 114 R97.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 19 - Share-based Compensation (Details) - 2012 Inscom Options H - Fair Value Assumptions - Options 2012 Plan H [Member]
12 Months Ended
Dec. 31, 2015
$ / shares
Nov. 30, 2014
¥ / shares
Nov. 30, 2014
$ / shares
Mar. 12, 2012
¥ / shares
Mar. 12, 2012
$ / shares
Note 19 - Share-based Compensation (Details) - 2012 Inscom Options H - Fair Value Assumptions [Line Items]          
Stock price per underlying ordinary shares (in Dollars per share) | (per share)   ¥ 0.006 $ 0.001 ¥ 1.90 $ 0.30
Option H3 [Member]          
Note 19 - Share-based Compensation (Details) - 2012 Inscom Options H - Fair Value Assumptions [Line Items]          
Stock price per underlying ordinary shares (in Dollars per share) $ 0.46        
Weight average assumptions – expected dividend yield 0.00%        
Risk-free interest rate 1.60%        
Expected life 4 years 113 days        
Expected volatility 64.83%        
XML 115 R98.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 19 - Share-based Compensation (Details) - 2009 Options - Fair Value Assumptions - Options 2009 Plan [Member]
12 Months Ended
Dec. 31, 2015
Option D 1 [Member]  
Note 19 - Share-based Compensation (Details) - 2009 Options - Fair Value Assumptions [Line Items]  
Weight average assumptions – expected dividend yield 0.00%
Risk-free interest rate 3.35%
Expected life (years) 3 years 204 days
Expected volatility 33.00%
Option D 2 [Member]  
Note 19 - Share-based Compensation (Details) - 2009 Options - Fair Value Assumptions [Line Items]  
Weight average assumptions – expected dividend yield 0.00%
Risk-free interest rate 3.51%
Expected life (years) 4 years 21 days
Expected volatility 31.90%
Option D 3 [Member]  
Note 19 - Share-based Compensation (Details) - 2009 Options - Fair Value Assumptions [Line Items]  
Weight average assumptions – expected dividend yield 0.00%
Risk-free interest rate 3.55%
Expected life (years) 4 years 204 days
Expected volatility 32.20%
Option D 4 [Member]  
Note 19 - Share-based Compensation (Details) - 2009 Options - Fair Value Assumptions [Line Items]  
Weight average assumptions – expected dividend yield 0.00%
Risk-free interest rate 3.61%
Expected life (years) 5 years 21 days
Expected volatility 31.20%
XML 116 R99.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 19 - Share-based Compensation (Details) - 2008 Options - Fair Value Assumptions - Options 2008 Plan [Member]
12 Months Ended
Dec. 31, 2015
Option C 1 [Member]  
Note 19 - Share-based Compensation (Details) - 2008 Options - Fair Value Assumptions [Line Items]  
Weight average assumptions – expected dividend yield 0.00%
Risk-free interest rate 3.70%
Expected life (years) 3 years 313 days
Expected volatility 28.20%
Option C 2 [Member]  
Note 19 - Share-based Compensation (Details) - 2008 Options - Fair Value Assumptions [Line Items]  
Weight average assumptions – expected dividend yield 0.00%
Risk-free interest rate 3.71%
Expected life (years) 4 years 131 days
Expected volatility 28.90%
Option C 3 [Member]  
Note 19 - Share-based Compensation (Details) - 2008 Options - Fair Value Assumptions [Line Items]  
Weight average assumptions – expected dividend yield 0.00%
Risk-free interest rate 3.93%
Expected life (years) 4 years 313 days
Expected volatility 28.00%
Option C 4 [Member]  
Note 19 - Share-based Compensation (Details) - 2008 Options - Fair Value Assumptions [Line Items]  
Weight average assumptions – expected dividend yield 0.00%
Risk-free interest rate 4.07%
Expected life (years) 5 years 131 days
Expected volatility 27.60%
XML 117 R100.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 19 - Share-based Compensation (Details) - Stock Option Activity - CNY (¥)
¥ / shares in Units, ¥ in Thousands
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Stock Option Activity [Abstract]      
Number of shares 82,247,600 131,729,497 133,161,231
Weighted average exercise price ¥ 1.93 ¥ 1.92 ¥ 1.92
Aggregate intrinsic value ¥ 10,177 ¥ 15,436 ¥ 15,436
Exercisable as of December 31, 2015 67,775,401    
Exercisable as of December 31, 2015 ¥ 1.94    
Exercisable as of December 31, 2015 ¥ 63,801    
Number of shares exercised (6,754,720) (1,704,380)  
Weighted average exercise price, exercised ¥ 1.92 ¥ 2.09  
Number of shares exercised forfeited (429,328) (2,113,656) (1,431,734)
Weighted average exercise price, forfeited ¥ 1.93 ¥ 1.92 ¥ 1.96
Modification of the 2012 Options   (45,663,861)  
Modification of the 2012 Options   ¥ 1.90  
Number of shares 75,063,552 82,247,600 131,729,497
Weighted average exercise price ¥ 1.93 ¥ 1.93 ¥ 1.92
Aggregate intrinsic value ¥ 70,931 ¥ 10,177 ¥ 15,436
XML 118 R101.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 19 - Share-based Compensation (Details) - Information about Share Option Plans - CNY (¥)
¥ / shares in Units, ¥ in Thousands
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Information about Share Option Plans [Abstract]      
Weighted-average grant-date fair value per share of options granted (in Yuan Renminbi per share) ¥ 0 ¥ 0 ¥ 0
Total intrinsic value of options exercised ¥ 17,399 ¥ 837 ¥ 0
Total fair value of share options vested ¥ 38,178 ¥ 44,912 ¥ 34,362
XML 119 R102.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 19 - Share-based Compensation (Details) - Stock Options Outstanding - ¥ / shares
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Note 19 - Share-based Compensation (Details) - Stock Options Outstanding [Line Items]        
Options outstanding 75,063,552 82,247,600 131,729,497 133,161,231
Weighted average exercise price in RMB (in Yuan Renminbi per share) ¥ 1.93 ¥ 1.93 ¥ 1.92 ¥ 1.92
Options Exercisable 67,775,401      
Options 2012 Plan G [Member]        
Note 19 - Share-based Compensation (Details) - Stock Options Outstanding [Line Items]        
Options outstanding 39,838,822      
Weighted average remaining contractual life (Years) 6 years 3 months      
Weighted average exercise price in RMB (in Yuan Renminbi per share) ¥ 0.006      
Options Exercisable 32,770,447      
Options 2012 Plan H [Member]        
Note 19 - Share-based Compensation (Details) - Stock Options Outstanding [Line Items]        
Options outstanding 1,023,310      
Weighted average remaining contractual life (Years) 6 years 3 months      
Weighted average exercise price in RMB (in Yuan Renminbi per share) ¥ 0.006      
Options Exercisable 803,534      
Options 2009 Plan [Member]        
Note 19 - Share-based Compensation (Details) - Stock Options Outstanding [Line Items]        
Options outstanding 6,575,480      
Weighted average remaining contractual life (Years) 2 years      
Weighted average exercise price in RMB (in Yuan Renminbi per share) ¥ 2.30      
Options Exercisable 6,575,480      
Options 2008 Plan [Member]        
Note 19 - Share-based Compensation (Details) - Stock Options Outstanding [Line Items]        
Options outstanding 27,625,940      
Weighted average remaining contractual life (Years) 2 years      
Weighted average exercise price in RMB (in Yuan Renminbi per share) ¥ 1.90      
Options Exercisable 27,625,940      
XML 120 R103.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 20 - Restricted Net Assets (Details) - CNY (¥)
¥ in Thousands
Dec. 31, 2015
Dec. 31, 2014
Note 20 - Restricted Net Assets (Details) [Line Items]    
Amount of Restricted Net Assets for Consolidated and Unconsolidated Subsidiaries ¥ 2,164,132 ¥ 2,055,417
Group VIEs [Member]    
Note 20 - Restricted Net Assets (Details) [Line Items]    
Amount of Restricted Net Assets for Consolidated and Unconsolidated Subsidiaries ¥ 78,847 ¥ 131,313
XML 121 R104.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 21 - Segment Reporting (Details)
12 Months Ended
Dec. 31, 2015
Segment Reporting [Abstract]  
Number of Operating Segments 3
XML 122 R105.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 21 - Segment Reporting (Details) - Group’s Operations by Business Segment
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2013
CNY (¥)
Net revenues        
Total net revenues ¥ 2,828,308 $ 436,616 ¥ 2,150,011 ¥ 1,757,024
Operating costs and expenses        
Total operating costs and expenses (2,749,786) (424,493) (2,119,112) (1,739,038)
Income (loss) from operations        
Total income from operations 78,522 12,123 30,899 17,986
Agency [Member]        
Net revenues        
Total net revenues 2,155,264 332,716 1,624,410 1,418,512
Operating costs and expenses        
Total operating costs and expenses (1,969,329) (304,012) (1,486,871) (1,305,306)
Income (loss) from operations        
Total income from operations 185,935 28,704 137,539 113,206
Brokerage [Member]        
Net revenues        
Total net revenues 369,198 56,994 232,620 63,418
Operating costs and expenses        
Total operating costs and expenses (319,124) (49,264) (197,017) (53,719)
Income (loss) from operations        
Total income from operations 50,074 7,730 35,603 9,699
Claims Adjusting Segment [Member]        
Net revenues        
Total net revenues 303,846 46,906 292,981 261,206
Operating costs and expenses        
Total operating costs and expenses (292,613) (45,171) (275,539) (234,129)
Income (loss) from operations        
Total income from operations 11,233 1,735 17,442 27,077
Other Segments [Member]        
Net revenues        
Total net revenues       13,888
Operating costs and expenses        
Total operating costs and expenses (168,720) (26,046) (159,685) (145,884)
Income (loss) from operations        
Total income from operations ¥ (168,720) $ (26,046) ¥ (159,685) ¥ (131,996)
XML 123 R106.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 21 - Segment Reporting (Details) - Segment Assets
¥ in Thousands, $ in Thousands
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Segment assets      
Total assets ¥ 4,014,428 $ 619,721 ¥ 3,748,486
Agency [Member]      
Segment assets      
Total assets 454,803 70,209 1,682,305
Brokerage [Member]      
Segment assets      
Total assets 160,286 24,744 118,139
Claims Adjusting Segment [Member]      
Segment assets      
Total assets 226,121 34,907 116,877
Other Segments [Member]      
Segment assets      
Total assets ¥ 3,173,218 $ 489,861 ¥ 1,831,165
XML 124 R107.htm IDEA: XBRL DOCUMENT v3.3.1.900
Note 22 - Subsequent Event (Details)
1 Months Ended
Jan. 31, 2016
Dianliang Information [Member] | Subsequent Event [Member]  
Note 22 - Subsequent Event (Details) [Line Items]  
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest 100.00%
XML 125 R108.htm IDEA: XBRL DOCUMENT v3.3.1.900
Schedule 1 - Condensed Financial Statements of the Company (Details) - CNY (¥)
¥ in Thousands
Dec. 31, 2015
Dec. 31, 2014
Condensed Financial Information of Parent Company Only Disclosure [Abstract]    
Amount of Restricted Net Assets for Consolidated and Unconsolidated Subsidiaries ¥ 2,164,132 ¥ 2,055,417
XML 126 R109.htm IDEA: XBRL DOCUMENT v3.3.1.900
Schedule 1 - Condensed Financial Statements of the Company (Details) - Condensed Balance Sheet
¥ in Thousands, $ in Thousands
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2014
USD ($)
Dec. 31, 2013
CNY (¥)
Dec. 31, 2012
CNY (¥)
Current assets:            
Cash and cash equivalents ¥ 1,115,266 $ 172,167 ¥ 2,103,068 $ 324,658 ¥ 2,288,623 ¥ 2,525,618
Other receivables 51,828 8,001 88,149      
Total current assets 3,513,061 542,324 3,301,726      
Non-current assets:            
Total assets 4,014,428 619,721 3,748,486      
Current liabilities:            
Total liabilities 580,859 89,669 414,226      
Ordinary shares (Authorized shares:10,000,000,000 at US$0.001 each; issued and outstanding shares: 1,150,565,906 and 1,155,059,526 as of December 31, 2014 and 2015, respectively) 8,592 1,326 8,563      
Additional paid-in capital 2,454,244 378,870 2,601,401      
Accumulated other comprehensive loss (50,048) (7,726) (105,106)      
Subscription receivables (268,829) (41,500) (257,491)      
Total shareholders’ equity 3,317,430 512,123 3,210,752      
Total liabilities and shareholders' equity 4,014,428 619,721 3,748,486      
Parent Company [Member]            
Current assets:            
Cash and cash equivalents 5,349 826 9,707 $ 1,499 ¥ 11,471 ¥ 14,589
Other receivables 213,806 33,006 296      
Amounts due from subsidiaries 1,394,118 215,215 1,539,702      
Total current assets 1,613,273 249,047 1,549,705      
Non-current assets:            
Investment in subsidiaries 1,736,488 268,067 1,700,295      
Total assets 3,349,761 517,114 3,250,000      
Current liabilities:            
Other payables 4,602 710 2,723      
Amounts due to subsidiaries 27,729 4,281 36,525      
Total liabilities 32,331 4,991 39,248      
Ordinary shares (Authorized shares:10,000,000,000 at US$0.001 each; issued and outstanding shares: 1,150,565,906 and 1,155,059,526 as of December 31, 2014 and 2015, respectively) 8,592 1,326 8,563      
Additional paid-in capital 2,454,244 378,870 2,601,401      
Retained earnings 1,173,471 181,153 963,385      
Accumulated other comprehensive loss (50,048) (7,726) (105,106)      
Subscription receivables (268,829) (41,500) (257,491)      
Total shareholders’ equity 3,317,430 512,123 3,210,752      
Total liabilities and shareholders' equity ¥ 3,349,761 $ 517,114 ¥ 3,250,000      
XML 127 R110.htm IDEA: XBRL DOCUMENT v3.3.1.900
Schedule 1 - Condensed Financial Statements of the Company (Details) - Condensed Balance Sheet (Parentheticals)
Dec. 31, 2015
¥ / shares
shares
Dec. 31, 2015
$ / shares
shares
Dec. 31, 2014
¥ / shares
shares
Condensed Balance Sheet Statements, Captions [Line Items]      
Ordinary shares, shares authorized 10,000,000,000 10,000,000,000 10,000,000,000
Ordinary shares, value per share (in Dollars per share and Yuan Renminbi per share) | (per share) ¥ 0.001 $ 0.001 ¥ 0.001
Ordinary shares, shares issued 1,155,059,526 1,155,059,526 1,150,565,906
Ordinary shares, shares outstanding 1,155,059,526 1,155,059,526 1,150,565,906
Parent Company [Member]      
Condensed Balance Sheet Statements, Captions [Line Items]      
Ordinary shares, shares authorized 10,000,000,000 10,000,000,000 10,000,000,000
Ordinary shares, value per share (in Dollars per share and Yuan Renminbi per share) | (per share) ¥ 0.001 $ 0.001 ¥ 0.001
Ordinary shares, shares issued 1,155,059,526 1,155,059,526 1,150,565,906
Ordinary shares, shares outstanding 1,155,059,526 1,155,059,526 1,150,565,906
XML 128 R111.htm IDEA: XBRL DOCUMENT v3.3.1.900
Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Income and Comprehensive Income
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2013
CNY (¥)
Condensed Income Statements, Captions [Line Items]        
General and administrative expenses [1] ¥ (456,001) $ (70,394) ¥ (396,692) ¥ (349,205)
Interest income 57,234 8,835 82,251 84,250
Net income 210,086 32,432 161,760 95,643
Other comprehensive (loss) income, net of tax:        
Foreign currency translation adjustments 6,153 949 6,008 (6,982)
Share of other comprehensive income of affiliates, net of tax 37,567 5,799    
Comprehensive income attributable to the Company's shareholders 253,806 39,180 167,768 88,661
Parent Company [Member]        
Condensed Income Statements, Captions [Line Items]        
General and administrative expenses (19,839) (3,062) (31,191) (50,633)
Interest income 15,913 2,456 12,464 6,847
Equity in earnings of subsidiaries 214,012 33,038 180,487 139,429
Net income 210,086 32,432 161,760 95,643
Other comprehensive (loss) income, net of tax:        
Foreign currency translation adjustments 6,153 949 6,008 (6,982)
Share of other comprehensive income of affiliates, net of tax 37,567 5,799    
Comprehensive income attributable to the Company's shareholders ¥ 253,806 $ 39,180 ¥ 167,768 ¥ 88,661
[1] Including share-based compensation expenses of RMB45,317, RMB23,598 and RMB17,653 (US$2,725), for the years ended December 31, 2013, 2014 and 2015,respectively.
XML 129 R112.htm IDEA: XBRL DOCUMENT v3.3.1.900
Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Shareholders’ Equity
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
shares
Dec. 31, 2015
USD ($)
shares
Dec. 31, 2014
CNY (¥)
shares
Dec. 31, 2013
CNY (¥)
shares
Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Shareholders’ Equity [Line Items]        
Balance (in Shares) | shares 1,150,565,906 1,150,565,906    
Balance ¥ 3,334,260   ¥ 3,146,762 ¥ 3,007,907
Balance as of December 31, 2015 in US$ (in Dollars) 3,334,260 $ 530,052 3,334,260 3,007,907
Net income 215,481 33,265 166,080 99,984
Foreign currency translation 6,153 949 ¥ 6,008 (6,982)
Repurchase of ordinary shares ¥ (6,276) $ (969)    
Exercise of share options (in Shares) | shares 6,754,720 6,754,720 1,704,380  
Exercise of share options ¥ 1,518   ¥ 3,183  
Share-based compensation 17,653   23,598 45,317
Acquisition of additional interest in a subsidiary 187,810   ¥ 11,371  
Share of other comprehensive income in affiliates ¥ 37,567 $ 5,799    
Balance (in Shares) | shares 1,155,059,526 1,155,059,526 1,150,565,906  
Balance ¥ 3,433,569 $ 530,052 ¥ 3,334,260 ¥ 3,146,762
Common Stock [Member]        
Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Shareholders’ Equity [Line Items]        
Balance (in Shares) | shares 1,150,565,906 1,150,565,906 998,861,526 998,861,526
Balance ¥ 8,563   ¥ 7,624 ¥ 7,624
Balance as of December 31, 2015 in US$ (in Dollars) ¥ 8,563 $ 1,326 ¥ 7,624 ¥ 7,624
Issue new shares to employees (in Shares) | shares     150,000,000  
Issue new shares to employees     ¥ 928  
Exercise of share options (in Shares) | shares 4,493,620 4,493,620 1,704,380  
Exercise of share options ¥ 29   ¥ 11  
Balance (in Shares) | shares 1,155,059,526 1,155,059,526 1,150,565,906 998,861,526
Balance ¥ 8,592 $ 1,326 ¥ 8,563 ¥ 7,624
Additional Paid-in Capital [Member]        
Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Shareholders’ Equity [Line Items]        
Balance 2,601,401   2,329,962 2,284,906
Balance as of December 31, 2015 in US$ (in Dollars) 2,601,401 378,870 2,329,962 2,284,906
Issue new shares to employees     256,563  
Exercise of share options (4,787)   3,172  
Share-based compensation 17,653   23,598 45,317
Acquisition of additional interest in a subsidiary 160,023   11,894  
Balance 2,454,244 $ 378,870 2,601,401 2,329,962
Treasury Stock [Member]        
Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Shareholders’ Equity [Line Items]        
Repurchase of ordinary shares ¥ (6,276)      
Exercise of share options (in Shares) | shares 2,261,100 2,261,100    
Exercise of share options ¥ 6,276      
Retained Earnings [Member]        
Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Shareholders’ Equity [Line Items]        
Balance 764,963   618,885 527,542
Balance as of December 31, 2015 in US$ (in Dollars) 764,963 $ 134,514 618,885 527,542
Net income 210,086   161,760 95,643
Balance 871,356 134,514 764,963 618,885
AOCI Attributable to Parent [Member]        
Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Shareholders’ Equity [Line Items]        
Balance (105,106)   (111,114) (104,132)
Balance as of December 31, 2015 in US$ (in Dollars) (105,106) (7,726) (111,114) (104,132)
Foreign currency translation 17,491   6,008 (6,982)
Share of other comprehensive income in affiliates 37,567      
Balance (50,048) (7,726) (105,106) (111,114)
Subscription Receivables [Member]        
Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Shareholders’ Equity [Line Items]        
Balance (257,491)      
Balance as of December 31, 2015 in US$ (in Dollars) (257,491) (41,500) (257,491)  
Issue new shares to employees     (257,491)  
Foreign currency translation (11,338)      
Balance ¥ (268,829) $ (41,500) (257,491)  
Parent Company [Member]        
Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Shareholders’ Equity [Line Items]        
Balance (in Shares) | shares 1,150,565,906 1,150,565,906    
Balance ¥ 3,210,752   3,028,097 2,894,380
Balance as of December 31, 2015 in US$ (in Dollars) 3,210,752 $ 512,123 3,028,097 2,894,380
Net income 210,086   161,760 95,643
Foreign currency translation 6,153 949 6,008 (6,982)
Repurchase of ordinary shares (6,276) (969)    
Exercise of share options 1,518   3,183  
Share-based compensation 17,653   23,598 44,904
Acquisition of additional interest in a subsidiary (160,023)      
Share of other comprehensive income in affiliates ¥ 37,567 $ 5,799    
Other     ¥ (11,894) 152
Balance (in Shares) | shares 1,155,059,526 1,155,059,526 1,150,565,906  
Balance ¥ 3,317,430 $ 512,123 ¥ 3,210,752 ¥ 3,028,097
Parent Company [Member] | Common Stock [Member]        
Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Shareholders’ Equity [Line Items]        
Balance (in Shares) | shares 1,150,565,906 1,150,565,906 998,861,526 998,861,526
Balance ¥ 8,563   ¥ 7,624 ¥ 7,624
Balance as of December 31, 2015 in US$ (in Dollars) ¥ 8,563 $ 1,326 ¥ 7,624 ¥ 7,624
Issue new shares to employees (in Shares) | shares     150,000,000  
Issue new shares to employees     ¥ 928  
Exercise of share options (in Shares) | shares 4,493,620 4,493,620 1,704,380  
Exercise of share options ¥ 29   ¥ 11  
Balance (in Shares) | shares 1,155,059,526 1,155,059,526 1,150,565,906 998,861,526
Balance ¥ 8,592 $ 1,326 ¥ 8,563 ¥ 7,624
Parent Company [Member] | Additional Paid-in Capital [Member]        
Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Shareholders’ Equity [Line Items]        
Balance 2,601,401   2,329,962 2,284,906
Balance as of December 31, 2015 in US$ (in Dollars) 2,601,401 378,870 2,329,962 2,284,906
Issue new shares to employees     256,563  
Exercise of share options (4,787)   3,172  
Share-based compensation 17,653   23,598 44,904
Acquisition of additional interest in a subsidiary (160,023)      
Other     (11,894) 152
Balance ¥ 2,454,244 $ 378,870 2,601,401 2,329,962
Parent Company [Member] | Treasury Stock [Member]        
Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Shareholders’ Equity [Line Items]        
Repurchase of ordinary shares (in Shares) | shares (2,261,100) (2,261,100)    
Repurchase of ordinary shares ¥ (6,276)      
Exercise of share options (in Shares) | shares 2,261,100 2,261,100    
Exercise of share options ¥ 6,276      
Parent Company [Member] | Retained Earnings [Member]        
Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Shareholders’ Equity [Line Items]        
Balance 963,385   801,625 705,982
Balance as of December 31, 2015 in US$ (in Dollars) 963,385 $ 181,153 801,625 705,982
Net income 210,086   161,760 95,643
Balance 1,173,471 181,153 963,385 801,625
Parent Company [Member] | AOCI Attributable to Parent [Member]        
Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Shareholders’ Equity [Line Items]        
Balance (105,106)   (111,114) (104,132)
Balance as of December 31, 2015 in US$ (in Dollars) (105,106) (7,726) (111,114) (104,132)
Foreign currency translation 17,491   6,008 (6,982)
Share of other comprehensive income in affiliates 37,567      
Balance (50,048) (7,726) (105,106) ¥ (111,114)
Parent Company [Member] | Subscription Receivables [Member]        
Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Shareholders’ Equity [Line Items]        
Balance (257,491)      
Balance as of December 31, 2015 in US$ (in Dollars) (257,491) (41,500) (257,491)  
Issue new shares to employees     (257,491)  
Foreign currency translation (11,338)      
Balance ¥ (268,829) $ (41,500) ¥ (257,491)  
XML 130 R113.htm IDEA: XBRL DOCUMENT v3.3.1.900
Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Cash Flows
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2015
CNY (¥)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
CNY (¥)
Dec. 31, 2013
CNY (¥)
OPERATING ACTIVITIES        
Net income ¥ 210,086 $ 32,432 ¥ 161,760 ¥ 95,643
Adjustments to reconcile net income to net cash generated from (used in) operating activities:        
Compensation expenses associated with stock options 17,653 2,725 23,598 45,317
Changes in operating assets and liabilities:        
Other receivables 7,222 1,115 14,700 16,710
Net cash generated from (used in) operating activities 281,304 43,426 261,649 185,945
Cash flows from investing activities        
Net cash generated from (used in) investing activities (1,131,551) (174,681) (445,395) (419,308)
Cash flows from financing activities:        
Proceeds on exercise of stock options 1,518 234 3,183  
Repurchase ordinary shares (6,276) (969)    
Net cash generated from (used in) financing activities (143,708) (22,185) (7,817) 3,350
Net increase (decrease) in cash and cash equivalents (993,955) (153,440) (191,563) (230,013)
Cash and cash equivalents at beginning of year 2,103,068 324,658 2,288,623 2,525,618
Effect of exchange rate changes on cash and cash equivalents 6,153 949 6,008 (6,982)
Cash and cash equivalents at end of year 1,115,266 172,167 2,103,068 2,288,623
Parent Company [Member]        
OPERATING ACTIVITIES        
Net income 210,086 32,432 161,760 95,643
Adjustments to reconcile net income to net cash generated from (used in) operating activities:        
Equity in earnings of subsidiaries (214,012) (33,038) (180,487) (139,429)
Compensation expenses associated with stock options 17,653 2,725 23,598 44,904
Changes in operating assets and liabilities:        
Other receivables (213,510) (32,959) 39,810 1,212
Other payables 1,879 291 (42,379) (582)
Net cash generated from (used in) operating activities (197,904) (30,549) 2,302 2,161
Cash flows from investing activities        
(Increase) decrease in investment in subsidiaries 55,363 8,546 29,853 (34,102)
Advances from (to) subsidiaries 136,788 21,116 (43,110) 37,337
Disposal of subsidiaries       (1,532)
Net cash generated from (used in) investing activities 192,151 29,662 (13,257) 1,703
Cash flows from financing activities:        
Proceeds on exercise of stock options 1,518 234 3,183  
Repurchase ordinary shares (6,276) (969)    
Net cash generated from (used in) financing activities (4,758) (735) 3,183  
Net increase (decrease) in cash and cash equivalents (10,511) (1,622) (7,772) 3,864
Cash and cash equivalents at beginning of year 9,707 1,499 11,471 14,589
Effect of exchange rate changes on cash and cash equivalents 6,153 949 6,008 (6,982)
Cash and cash equivalents at end of year ¥ 5,349 $ 826 ¥ 9,707 ¥ 11,471
EXCEL 131 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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

.0(^8@,+9*! YM&WCH"/V,$"&U!@ MX]&Q:P$ LN*!+2BQ]?G$D1@AF85TDT2:HG27D@R6VH%2.U\J=J0 2 )+F'J& M:@;Y$5*W:I!_H 3'VW3%77BE/+$OY1H,PJQ8#(,U>L3$C^"Z#,*L^ S#I8QC M+P+Q7C8 9L5J&*YX[!B+K?0GQCQIV%69X4:/Q=ATQXGB_?,;8OZ0 M*?X#4$L#!!0 ( (:(E4B"&Y92I 8 &PC 8 >&PO=V]R:W-H965T M&ULC9I;;]M&$(7_BN#W1#NSLQ<&MH&21-$^% CRT#XK-FT+ MD417DN/TWW7A[,O'[>-\][P=%O?'0>O5G)V+\_5BN;FZ MO3Y^]W%[>SV^[%?+S?!Q.]N]K->+[3_ML!I?;Z[HZOL7GY:/3_O#%_/;Z_G; MN/OE>MCLEN-FMAT>;JY^H0]]< ?)4?'G'(*$/DA9ZKO#E\>5/?ZO+,6N?/OUEO/U_.MAGDG2GB1\+FDN)9V5>''\<+^?CO3K1DR0=)9NCA(@"QZC.]J3+ MY[K$%),Z8SL=D_,N9FQ;H&VQMD79/DGBA9V0@S)M59Q(B7HK2I(J?@/T&ZQ? M=9 V6">.(P>]S%;GB;/3@65E,>?F3';A.D+7T;I6;MIH70MQ5!>CLS*?6/0Z M6Q7E2*'B.4'/R7I6$=@F>Y@2SLJQ%;$^^=YJ)%7NO@S-9FM6;S/9'"-0UIM1 M9U4E(DC9!:),TF###33<6,-JTVL;>ZEC<-JP585HUM>*V#7153;( \C05NZ, M9U$W2SMI+H[$=I6!S =6L=X#%:7&5?8+J@"(K&O2K@G8H;*5DO9MA4'86^=@ M0N_*+AXKWC&3R$))*K<%82J1Q9)H+$V:"[-">D_I@"R4+5Z?N55)HE2+- PE MLE02324"6/)>DMXP@8Y=='K'_/_I+HUC.I'%DU['EBQ0J$GFO@8R[\ZN_F0; M02PTM5L$TXDLGD3CB0!28C"F <4T=WLDBKYF&<.)+)U$TXD >;)08R($T,?G M9)8:3'>X<+YB'(.*+*G$),26+YPIF\6V,BG;EK9M5<24:AL1IA597(G&%0$2 M.?(Z;>V +B7?Z.P6R$1BBI4_:LSY[!C>URH]$'="Q9IX0]FHYSBJ%B'&.++;:" MQA8#'E'6T094V>1S0,1-C;2,F<6664$SBP&+R(?(VK35>6YBUK8!LUQ3JH:* M<1]$:OLHQA9GNQ=5B,T8 M(6P1$C1"&*#!>7T;=4!&+NMDO0>RX'.H7#&/ >(M0*(&B$=%C],7M@,R+R81 M19-)4^ME>8P.;XL>O3RMMS5*PT)ZWP\\I97>F]L)\UY MVRMDEW4L=9/NO(N6FQ@;[=M.5VH?KA5JOM+\L[R*IOL'-#JR?T+3_UASZ1:C MREM41;WC3YKS=2EKK$$UJ2Y:E5YW@'HX5ZSDS1Y3REM*Z1AL/>C\2=FD=>W8 M :%/.2?=^D,3QI(:UAHG'K/*6U;IK+CUH+'GF'0'M0,ZB5'WCGH@HR:7N*X8 MQ[CR%E>5MF:5O_=;;RNA=<,Z M%NE2LE$.9.0"N=I6@CGI+2=U7+;>DNT=QYS-#INV]^]C.'Y\7C\,=B^[C<[&:?Q_U^ M7!]_U_ PCONAS.C>E[OY:5C@ &<A,)A?M-;'EF D@ M%TB7:>.+PR(;U?_"HE?+(^N>6[WUG;!6U76[=UBWW6'VS!L-WM; MY>V-.]C:W]FYILH[?]D\A>VAL?EV"*K*4#"FPRHOZL5J.;3=-ZNE>^G*HK;W M3="^5%7>_%G;TAWO%GSQWO!0/.V[OB%<+<-3W+:H;-T6K@X:N[M;?.&W&3<] M,A _"WML9^=!+_[1N>?^XOOV;L%Z#;:TFZY/D?O#JTUM6?:9?,^_IZ3_^NP# MY^?OV;\.Y7KYCWEK4U?^*K;=WJMEBV!K=_E+V3VXXS<[U:#ZA!M7ML-_L'EI M.U>]ARR"*G\;CT4]'(_C':.G,#I 3 'B%!"9#P.B*2"Z-D!. 1($A&,IPT!D M>9>OEHT[!LWX] YY/TGXK?1#O>D;AY$=[OFA:'WKZ\KH9?C:YYF0]8B(.6+. MD91 XG,D(Y#DA(1>XTFH((6*(5[.XF,&A(Z(&9!Z0'@D)"@G':EX1@DF%5!+ MI-(J-K3@B!0<8<$<"!X1?=8+BQ. I1@3,H[ ,\B(9"(V6M&:):E98LT":):H M&\5C.!\P%#-05889D4A!JU6D6H751D"MPIWP2&E05(JQ2"0:3F%,<99(?D&S M)C5KK%D"S1IU(V.NP&1/,65D!,K/B%2,)9H6;$C!!@L&BV5MT&+1S*\6(-B@ M=9=$&M2>X51*"G%A#L>DX!@+AF^TF'B0IQ^0_0DVNXX]JR$A:TAP#6")K4T [& MK[ PCHW'+SVX3>#8PSC>Z.)40AGX+@UG&_1#_F1_Y,U34;?!H^O\7G_8D>^< MZZS/R&[\<]O[C[;316EW77]J_'DS?L:,%YT[O'^5G3X-5W\!4$L#!!0 ( M (:(E4C>F<33"@@ (PK 8 >&PO=V]R:W-H965T&UL ME5I;;R,W#_TKAM]W+9*ZC()L@*XO:!\^H.C#UV=O,KF@MB>UG4W[[ZNQ)]DQ M>52D7:"QQX<:D9)X#B5=OW;[/PZ/;7N<_+7=[ Y?IH_'X_/5;':X?6RWZ\/G M[KG=E5_NN_UV?2Q?]P^SP_.^7=^=C+:;&3L79]OUTVYZ M=NVO^\GA9;M=[__^VFZZUR]3FKX]^.WIX?'8/YC=7,_>[>Z>MNWN\-3M)OOV M_LOT)[I:1>DA)\3_G]K7P^CSI._\MZ[[H__RR]V7J>O[T&[:VV/?Q+K\^=[. MV\VF;ZF\^<^AT1_O[ W'G]]:7YW<+=W_MCZT\V[S^]/=\;'TUDTG=^W]^F5S M_*U[_;D=? A]@[?=YG#Z_^3VY7#LMF\FT\EV_=?Y[]/N]/?U_$OC!C-LP(,! M?]1 !@-Y-Y#TKP9^,/ ?-0B#0?BH01P,HC*8G8-U"O5B?5S?7.^[U\G^/#^> MU_TTI*M8!O.V?W@:N]-O)=B'\O3[37;7L^]].P-D?H;P"$+OB%EI_/T-C-XP M9V.>TN4;%@#27$*6 )(O(2L+R96."@R%G.QE;,_8WD-[?[+W8WM1H3Q#T@FR M.T&XX4:<\G9QQC4CG)<8*:J@@.8H.$>D(F-QE$)R[+%[ ;H7;'@J]A':1QN> MH,)SAL11/S_U#@6G'%\ H CE1CF^!#B*%"BH&;A"0,XBJ3(#$G0Q61=5S^<) MO,@+Z\F\ #AF(KTL4',N<503;P5P.?I861\-]*ZQWJDP?@40U>-Y8WOB0RR3 M5@4 X)*3T90[!P# ),$B0G#&27*&$IQY66H"JRXM (R86+L(8"4E MZM"N4&LICP)[Z5Z%[\BD,7*594"0T'XB!A%B'2$VG8TALM<1LK#2'=%Y#,!\ MF2U.1\C"FJ8:(,R"), [S6,#:/RBD%B,=Q;6-!*T88XF M2]+DO/;.VT$1Y\WLMC N8Z>] R@1,W(6] M65RA6#W/EP!&(267X6YBEH$0E0XJ(W[H%WNE@=/RPAR H$ MTN)W3I:KBPKT6MPM $Z$]3 O 8QB=(V9H1:7P0B K$X=%P7?;:Y M(M]3U/X!7 [12\5!K P8* .JQ0@K P;*0.NT^0 B&O76?=;*?O$&XPN89N)E MI;6H(X1A%>^P,F"@##3=S0>0?I&I^.5CWN'6C'<85O$.*P/V8/@KBY\Q_S+@ M7]+\RX (2T6:7)"D$_A_P"X1UKE0)!*;4@%@2Z9K2F7,%;'(F(\9\+$>G3E; M8B1V)57+F/X'CS^.72*L(PZ9I-'U/<26\*12>%8(FC%!,R)H36$#2.W,6 H; M#M*8'5& DTPZ0RP!C&)*T0P=JMQC;;]0,*4**+:Y M(LH$4ZJ 7>?:_,$4)6#?68L6L>Q0TG4A0TW( %CR=3(;\P!'D;W7@GF%@)Z: M0#4G,2E)LF&J9'W!65_ UJV6+@(V4"\4*\X#[8%.1=YJR;-Y6(\$Y4PP!6$IZ(W4)4!*B+BQ7 )9C37IYS"P>%#]<.4_R M.&][D+=KZPSG;0_RMEEG8*/,2>.UA@ X'[.6&DL X\SF\'6%<)'JV0SG:Y\_ MO- "SH?!YD.ST(*5XF5=E"2MYM<" ;F(=EV2P 9C*O]4E""P%.V^,I,"SM@! MU %FI04@W(LBTS47@B5S; -17I^2K ",DTN5@C)@-@FH"*C,HX 3=OCX]8Z M$W9 AVX+;=/YPN&PO=V]R:W-H965T&ULC539 M;J,P%/T5Q ?48(N 4STR9G0F[@VIETCI,L:.-5WL@5A3PY2<6KL5AV1;A70RI,X M0SA)[A&GC8B+W-O>5)'+DV&-@#<5Z1/G5/W= I/=)D[CB^&].=;&&5"1HX%7 M-1R$;J2(%!PV\6.Z?B8.X0&_&NCT:!VYV/=2?KC-CVH3)RX$8% :IT#M=(8= M,.:$K.,_O>:72T<:MA)]KNI3&V#3>*H@@,],?,NNU?H4\B< M8"F9]F-4GK21_$*)(TX_P]P(/W?A9)7TM'D"[@EX(.#TOP32$\AW"8N>L/@N M(>L)V82 0NZ^1I!C*)\_D6DA(\'RF9+0;Q M HLK 3(I1L L/48$S/(^FZ!V ;4:H? 29Y.4;J4PR1Y6DZQN48N,I,M)7FAT MX1S4T3\U'97R)(RKR<@ZO.9'[!IF8M_:5QX:Z4NFR%MZA)]4'1NAH[TTMAU] MTQRD-&"#3.YL&];V'QHV# [&+9=VK<+3#!LCV\M',_QVQ3]02P,$% @ MAHB52! 2*CHR" OS$ !@ !X;"]W;W)K\;3]W+Y<_52%%7G]WRV6)UU7ZKJ]7.OMWIX*>:3U:?RM5B$ MWSR5R_FD"C\NGWNKUV4Q>5P/FL]Z,LML;SZ9+KKGI^O/[I?GI^5;-9LNBOME M9_4VGT^6__6+6?E^UA7=[0?CZ?-+57_0.S_M[<8]3N?%8C4M%YUE\736_4M\ M'FM=(VOB[VGQOOKP?:=V_D=9_JQ_N'X\ZV:U#\6L>*AJ$Y/PY5W557.MT.ZG?GD]^;K=+'^^K[YC'1ZR3;HPK8=L MTR[V>5?N\)!MXL4^\^)(Q+:I%YX,Z6VFXGHB7TRJR?GILGSO+#>KS^ND7N3$ MYS J&*\_72\-ZU^&N;P*G_XZ%TJ?]G[5EAJFOV%DQ)B8&2#&QLP%8ES,?$&, MCYE+Q.0Q\Q4P.HN9*\2(F+E&C(R9&\2HF/F&&!+G6\20.-\AAL1YB!@2Y^^( M(7&^1PR)\P@PAL1YC)A]G'NA0'=5*G&5RK4%'5D@6>AO&+=F%FO&64E"?,$A M*;W.,Q+"2\X)YS6K((X9Z0PK$(Z=B$P+1;@AN&J8:9+D;L0QE64NSQR.J<(Q M52"FI&K[JDU,-Y ]&E/.P9AR#,:48SBFX*HHIAP[&%.-8ZI!3.EJJMF5\MQ[ M&PJ:!&S0AHR\,M@KTV+VF#:9-BTSS3F8:8[!3',,9QI<%66:8PT?'J-B?E$@4P!^B!"X:*+IU:07U&E&&-IX1Q+Q(%+Q(R 8!=(,E M$>J+5L*AH:*U3\D\MV1N7 )0>.FX^.2<%=Y[.B,!=R+J?YI&%EQ8>&L-#2WG M5-"0SB;FKTCH!P$$!$UW7_"^FNIVK=#8LT07%J@-TX;70,?2SGMP(NT&:>? M)U2( #*$)KS?0!_CGDM/RX?+$&FLL8HF$<@5DL38\X1B$4"RT(OU!5[=+L.U(MP M5(X"2TIXE? YH7$DT#AT^O8EER7"95IYFMNVX*@M.&X!QO>9.DI!9RE4>$ND M=DQ.BT6"XY0(BSU*" F)3B*H^)9@'V\LW9E< >PDYF*7$@I" @5A69!@B_8Y M[=" ,Y(*7FQ,N=0Y6:([2]"=K:-5S+N:9\OFA03=V69"9X*F!O2^L#>5+#=( M%.B<7O@&<&'#;P0]9KA%(.S.R,-0J&SQ X$YV)UEHCM+T)VMIUD _32L_Z&# ML0.5P1^PHS]@Q^W8^)X3?5VBXP5V1LO[.JH\T-AQY7$05Q[G<.4!I8 K[[BD M:"H/> @KCP?F<.4E-(I$QRHL"UQX\"P,&LI_=%W17=L%L 5S]0684\Y[E]&< M E4$%XLTI841" MS*N$FCW4.XK%'B5ZGD8]CYYG:G[$XTU._!XTU)&] M@@:G2MIH25^$^@) N%= 7";##I;L%0"']@H \TXHNEI? P[N%0!W$@0[?<_J M&^+ 5@%ATGI/5<$= M%6 =V'L.Q=NN^( UL%4"I*JQ ^ HY!M1S:*NB$BM) M13GVM@UZ_\>8S.3@?9OV[.@/V'$[-K[GU M&;1YM:OYH$\U9W6K.(YR^W!.0ON%,YR>W#. G-XS@)[<,YR@WC.@OM%-G\JR*H+-[%.0LR_%Y''W MPZQXJNIO7?A^N?G[@LT/5?FZ_7.)W=]LG/\/4$L#!!0 ( (:(E4B#E$S: MWP< )PK 8 >&PO=V]R:W-H965T&ULC9I=<^.V#H;_ MBB?WJ0F '^).-C.KC\XY%V>FTXO3:V^B))[:5FH[F_;?5[*]J0R\;'L3V\I+ M4" I/ #%N_=A_^OAI>^/B]^WF]WA\\W+\?CZ:;D\/+STV]7AA^&UWXW_>1KV MV]5Q_+E_7AY>]_WJ\=1HNUFR_OAK?C9KWK?]HO#F_; M[6K_1]UOAO?/-W3S_<+/Z^>7XW1A>7^W_&CWN-[VN\-ZV"WV_=/GFR_TJ0MQ MDIP4_U_W[X?9]\5T\U^'X=?IQW\?/]^XZ1[Z3?]PG$RLQH]O?=-O-I.EL>?? M+D;_ZG-J./_^W?J/)W?'V_^Z.O3-L/EE_7A\&>_6W2P>^Z?5V^;X\_#^G_[B M0Y@,/@R;P^GOXN'M=:DDV9W'@X*OE+. M-&=9-9.)<%13TUIC%*.KU.!U5I9SKCQV+4#7 AB;A U$:"#:L4EZ;,Z:.'>G MDDK4T%@5CRHU,DC$HL:OLRHA#H+]2M"O!/Q2Z[M.UB\*24\Y4*4J*K^ *%:L M5!U029RMGBN_*NA79?W2ZZJN3# *1A*R6:F=5/@@5'JX)>RB..^ 9*\\NHGE/MZ37 M3H-4K,,Q$'%6_76POY)?!3X1"*G&+[+]"#E]/PW2^YY"&F+P'\5EY[Z,'DNJB#%I09_$*5D'[ D4R\*_"7,( )$+@J1'3"""; M8 V8FBP3;R.)GML&Z;)/K(<(,#TZT6TK$&R:2%I]X", YG B]A&!8XQGMGCV.OJQQ23YXAAB2K*EI,G;V$)2Q)GT!LB"TSE9 M"U2]'1#=\MS6M6^X?R 07Z0 M#64LK+DB<2:,6)T7KR-IB\Q%LMD]T(V9:_:EYPTG"9QM_IL+!8)@$@LHDG61 M6 LJ?\55V63 2#GFR=ZK<-,B8? Q&B;#OBO))5H*IK* HED_=K58+.?L*QU1 M&Z"C("%IK" =5:SW/SN@$^;B3.)\0$#5G'7T%0#G&'4.WR 9.;U'W4)K[/1B M1S*)\UVF:_\*.]&@6,\Z11<(\D+<$$QH 35SUB6A6%P&NTZL2+.^!9I(7H^@ M%G +!3 PJQ9*+!4-KM&#=0%O7W; IE$79YVR!AS:5(P#<72D'6PK065 MKF1J+B!CKR>E1<9(HACOK.XVIN0*99=@%HHMF-GI>DA0)2Q9;^(W2#(]!;!++3"/0 6169-P(-T''*4:\!()L" MBJFLL$Z*'F($>HM UIE<[1';2"@$XR-2)A_U8+1(Z,?*6..I@\(Q#W$%0GF, M0F_?RK(KI(Z^\%K60HYU@5E[M)<[)CHZ;C1(R!(U-5MHD%QQFC'*O$49FVU[ M#RK(Y.R=6QE'O;?? 96,PU"X:TQ%;ZEH,L': Y"Q#^:N@4Q2:1%AW'F+.Y.Z MU1Z5?GHSOP$J%J_G'I5T56%;R&.(>5#2Z9A3>\03-ID%DLT#V/7]8.AX !W2 M4/4(.EZ2GOP&"9E);S2T2).Z@!*M)S'Z*=NO$'" M,9YXO??;0F$>\R>]V8B$$S:HL*X"1F, :-2[374 R",G3F_+-$ H[*-)'Y!! MKJJ1>]I+( P<8JFP"1B/ >!1;^_7P2(JDGG5#U39O%! IIPI?H'J-N:JD+L' M3,1@BT/6550=T/8M!8XZ-"!A8M)O1%N@@RNB0T(UT]=>8F@';[E?VJ(-A3-+ M@)TZ&ZN#Q9TFT#]+VG^6='\KN78'0S4 J.I 6%]$\[->WAZANJCFQ\NBV=$! MIL:X9,Y0 =F8])I#5,O9D<1MOW\^'08]+!Z&M]UQ.K4WN_IQX/0+3T<:U?6: M/G7GHXY_F;F_>UT]]_];[9_7N\/BZW \#MO3L<:G83CVXUVZ'\;1?^E7CQ\_ M-OW3,*+T4%R1K 22W)$81]KP58J2L MW"2VL5>1Q+Q1M*S@53BR88R(?RE0WNY'G)H)(EKQP! MYYW[Y&^/H4%8P)\26CF:.\;[B?-WL_B5[US/6 *F3(*1 ]7V .E1D@G_N@U MOU(:XGA^4W^VI]7N3T3"GM._9:X*;=9SG1S.I*'JC;S&LK)CV^ULO)ZV3, ] 0\$[']+"'I"\%-"V!/"GQ*BGA!-"*@[ MNZW<@2B2Q(*WCNANNR;F4?G;2-]-9H+V*NR>KIW4T6N"_4V,KD:HQZ0=!H\P M_H! 6GU(@9=2I'A&QX_W&?9S2.#=0PX+$/\>OY.YR>B3VV M48%Q PX[A97V!F>._-# /Y@.;-M@".?"BI[2%IG>OVE-JR!<7M'7:@ M_4F-1G'G7=-0VQG@520I25F:_J"*"YT4>8R]F"+'WDFAX<40VRO%S><1) Z' M9)-< J^B:5T(T"*G,Z\2"K05J(F!^I \;O;'+" BX*^ P2YL$FH_(;X%YW=U M2-)0 D@H75#@?CO#$T@9A'SB]TGSFC(0E_9%_3EVZZL_<0M/*/^)RK6^V#0A M%=2\E^X5AU\PM; +@B5*&U=2]M:ANE 2HOC'N L=]V$\>4@GVCJ!301V0Z!C MHECF3^YXD1LK=+ M2.M_T.Q(J%TP[[UMQD9_VGQ!5!+ P04 " "&B)5(-"@B!Z0! M "S P &0 'AL+W=OVK M:P$\>=?*N"-MO>\.C+FR!2W<#79@PDF-5@L?7-LPUUD050)IQ7B6W3(MI*%% MGF+/MLBQ]TH:>+;$]5H+^_<$"H^1<+6=B!/<''BXB#(& M4]_I+ AU(7HI.+_-V24233FG,8&UL=5/!;N0@#/T5E \H&9)V5Z-,I$ZKJGM8J>IA]\PD M3H(*. 4RZ?[] IFD:9M>P#9^S\\8BA'-B^T ''E34MM#TCG7[RFU50>*VROL M0?N3!HWBSKNFI;8WP.L(4I*R-+VAB@N=E$6,/9FRP,%)H>')$#LHQ:0W.[VQSQDQ(0_ D:[LDG0?D)\"0S;!O +@"V 'ZF M4?A4*,J\YXZ7A<&1F.EJ>QXFN-LS?Q%5",:^XYD7:GWT7+(L+>@Y$%URCE,. M6^7LE@SJV9<2;*O$D7V!,\:V";)-C5DDR#YH_$9!ODF01X+\ P'[U.163O:I M"%W=J@+3QL=C286#CD]U%5W>YRV+4WE/+XN>M_";FU9H2T[H_&SC!!I$!UY* M>G6=D,[_H,61T+A@_O"VF1[5Y#CLYR^R_-/R/U!+ P04 " "&B)5( [OZ M'J0! "S P &0 'AL+W=OTQ:Y[H#I;9L07%[@QUH?U*C4=QYUS34=@9X%4%*4I:F>ZJX MT$F1Q]B+*7+LG10:7@RQO5+<_#N!Q.&8;))KX%4TK0L!6N1TQE5"@;8"-3%0 M'Y/[S>&4A8R8\$? 8!:Z.21HD@(32!0;NMPL\@)2!R!=^GSB_ M2@;@TKZR/\9NO?HSM_" \J^H7.O%I@FIH.:]=*\X/,'4PBX0EBAM7$G96X?J M"DF(XA_C+G3)C@YL#\ M190A&/N.9UZH]=%+P;993B^!:,HYC3ELD;.9,ZAGGTNPM1(G]A^<,;9.L%W5 MN(T$VV\:=^L$V2I!%@FR;P3['TVNY=S^*$(7MZK -/'Q6%)BK^-3743G]WG/ MXE2^THN\XPW\YJ81VI(S.C_;.($:T8&7DM[L$M+Z'S0[$FH7S%MOF_%1C8[# M[OI%YG]:? )02P,$% @ AHB52*RR&UL;5/!;MP@$/T5Q <$+^MMTY774C95U1XJ13FT M9]8>VRC N(#7Z=\7L-=Q4E]@9ICWY@T#Q8CVQ74 GKQJ9=R)=M[W1\9LMB#J!M&(\RSXQ+:2A99%B3[8L]0U"B1:OTRY-VL?IY)#/L&T GP%\ M =QG2?A4*,G\*KPH"XLCL=/5]B).<'?DX2*J&$Q]I[,@U(7HM>3[^X)=(]&< M!RI<##IJ:ZBR_M\X&DJ;^EET8L6?@K;2N/(!7V8;9I M@^@A2,GN#I1TX0&PO=V]R:W-H965T*D4YM&?6'MLHP#B U^G?%[#7<5)?8&:8 M]^8- \6(]L5U )Z\:67]T?&7-6!%NX.>S#AI$&KA0^N;9GK+8@Z@;1B M/,N^,"VDH6618D^V+'#P2AIXLL0-6@O[]PP*QQ/=T5O@6;:=CP%6%FS!U5*# M<1(-L=",YC1DKX+6%T*YM$[1?$E^C\K$\TBQ) 0>4C@PC;%1Y J4@4 M"K_.G.\E(W!MW]@?4[=!_44X>$#U1]:^"V(S2FIHQ*#\,XX_8&[A$ DK5"ZM MI!J<1WV#4*+%V[1+D_9Q.LGS&;8-X#. +X!O61(^%4HROPLORL+B2.QTM;V( M$]P=>;B(*@93W^DL"'4A>BUYS@MVC41SSGG*X:NIO*>712]:^"5L*XTC%_1AMFD"#:*'("6[.U#2A1^T. H:'\VOP;;3 MHYH&PO M=V]R:W-H965T0/* YQTS9R+#5=K78/ M*U4]M&=BCVU48+R X_;O"]AQW=87F!GFO7G#0#Z@>;4M@"-O2FI[2%KGNCVE MMFQ!<7N%'6A_4J-1W'G7--1V!G@504I2EJ8[JKC029''V*,I#;&] M4MR\'T'B<$@VR27P))K6A0 M^8OH@S!V'<\\T*MCYX+ENUR M>@Y$4\YQS&&+G,V<03W[7(*ME3BR'W#&V#K!=E7C-A)LOVB\62?(5@FR2)!] M(;C]UN1:SMVW(G1QJPI,$Q^/)27V.C[5171^G_>-M,SZJT7'87;[(_$^+#U!+ P04 M" "&B)5(H@J0Z:,! "S P &0 'AL+W=OPUW$2 M]P(SP[PW;Q@H1K3/K@/PY$4KXTZT\[X_,N:J#K1P=]B#"2<-6BU\<&W+7&]! MU FD%>-9]HEI(0TMBQ1[M&6!@U?2P*,E;M!:V+]G4#B>:$YO@2?9=CX&6%FP M!5=+#<9)-,1"$T:UL$K5?$)^C\Z,^T2Q* 65CPPB;%=X M *4B42C\9^9\+1F!:_O&_BUU&]1?A(,'5+]E[;L@-J.DAD8,RC_A^!WF%@Z1 ML$+ETDJJP7G4-P@E6KQ,NS1I'Z>30S[#M@%\!O %\"5+PJ="2>97X4596!R) MG:ZV%W&"^9&'BZAB,/6=SH)0%Z+7DA^R@ETCT9QSGG+X*B=?,EA@7TKPK1)G M_@'..=\FV&UJW"6"W1N-_U&PWR38)X+]&P+^KLFMG-V[(FQUJQILFQZ/(Q4. M)CW5571YG_<\3>4UO2QZT<)/85MI'+F@#[--$V@0/00IV=V!DB[\H,51T/AH M?@ZVG1[5Y'CL;U]D^:?E/U!+ P04 " "&B)5(T>O;5*,! "S P &0 M 'AL+W=OTQ: MY[H#I;9L07%[@QUH?U*C4=QYUS34=@9X%4%*4I:F>ZJXT$F1Q]B+*7+LG10: M7@RQO5+<_#N!Q.&8;)(I\"J:UH4 +7(ZXRJA0%N!FABHC\G]YG#*0D9,^"-@ ML N;!.UGQ+?@/%?') T20$+I @/WVP4>0,I Y N_7SF_2@;@TI[8'V.W7OV9 M6WA ^5=4KO5BTX144/->NE<" M[;*<7@+1->Q_-+F6<_NC"%WK-+2.M_T.Q(J%TP;[UMQDVFZ\EK*)JK:ATI1'MIGUA[;*, X@-?IWQ>P MUW%3O\#,,.?,&0;R >VK:P$\>=?*N!-MO>^.C+FR!2W<'79@PDF-5@L?7-LP MUUD050)IQ7B6'9@6TM B3[%G6^38>R4-/%OB>JV%_7,&A<.);N@M\"*;UL< M*W(VXRJIP3B)AEBH3_1A0:E(% J_39P?)2-P:=_8OZ5N@_J+L?!O$9I144(M>^1<

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end XML 132 Show.js IDEA: XBRL DOCUMENT /** * Rivet Software Inc. * * @copyright Copyright (c) 2006-2011 Rivet Software, Inc. All rights reserved. * Version 2.4.0.3 * */ var Show = {}; Show.LastAR = null, Show.hideAR = function(){ Show.LastAR.style.display = 'none'; }; Show.showAR = function ( link, id, win ){ if( Show.LastAR ){ Show.hideAR(); } var ref = link; do { ref = ref.nextSibling; } while (ref && ref.nodeName != 'TABLE'); if (!ref || ref.nodeName != 'TABLE') { var tmp = win ? win.document.getElementById(id) : document.getElementById(id); if( tmp ){ ref = tmp.cloneNode(true); ref.id = ''; link.parentNode.appendChild(ref); } } if( ref ){ ref.style.display = 'block'; Show.LastAR = ref; } }; Show.toggleNext = function( link ){ var ref = link; do{ ref = ref.nextSibling; }while( ref.nodeName != 'DIV' ); if( ref.style && ref.style.display && ref.style.display == 'none' ){ ref.style.display = 'block'; if( link.textContent ){ link.textContent = link.textContent.replace( '+', '-' ); }else{ link.innerText = link.innerText.replace( '+', '-' ); } }else{ ref.style.display = 'none'; if( link.textContent ){ link.textContent = link.textContent.replace( '-', '+' ); }else{ link.innerText = link.innerText.replace( '-', '+' ); } } }; XML 133 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 135 FilingSummary.xml IDEA: XBRL DOCUMENT 3.3.1.900 html 464 458 1 true 158 0 false 6 false false R1.htm 000 - Disclosure - Document And Entity Information Sheet http://www.cninsure.net/role/DocumentAndEntityInformation Document And Entity Information Cover 1 false false R2.htm 001 - Statement - Consolidated Balance Sheets Sheet http://www.cninsure.net/role/ConsolidatedBalanceSheet Consolidated Balance Sheets Statements 2 false false R3.htm 002 - Statement - Consolidated Balance Sheets (Parentheticals) Sheet http://www.cninsure.net/role/ConsolidatedBalanceSheet_Parentheticals Consolidated Balance Sheets (Parentheticals) Statements 3 false false R4.htm 003 - Statement - Consolidated Statements of Income and Comprehensive Income (Loss) Sheet http://www.cninsure.net/role/ConsolidatedIncomeStatement Consolidated Statements of Income and Comprehensive Income (Loss) Statements 4 false false R5.htm 004 - Statement - Consolidated Statements of Income and Comprehensive Income (Loss) (Parentheticals) Sheet http://www.cninsure.net/role/ConsolidatedIncomeStatement_Parentheticals Consolidated Statements of Income and Comprehensive Income (Loss) (Parentheticals) Statements 5 false false R6.htm 005 - Statement - Consolidated Statements of Shareholder???s Equity Sheet http://www.cninsure.net/role/ShareholdersEquityType2or3 Consolidated Statements of Shareholder???s Equity Statements 6 false false R7.htm 006 - Statement - Consolidated Statements of Cash Flows Sheet http://www.cninsure.net/role/ConsolidatedCashFlow Consolidated Statements of Cash Flows Statements 7 false false R8.htm 007 - Statement - Consolidated Statements of Cash Flows (Parentheticals) Sheet http://www.cninsure.net/role/ConsolidatedCashFlow_Parentheticals Consolidated Statements of Cash Flows (Parentheticals) Statements 8 false false R9.htm 008 - Disclosure - Note 1 - Organization and Description of Business Sheet http://www.cninsure.net/role/Note1OrganizationandDescriptionofBusiness Note 1 - Organization and Description of Business Notes 9 false false R10.htm 009 - Disclosure - Note 2 - Summary of Significant Accounting Policies Sheet http://www.cninsure.net/role/Note2SummaryofSignificantAccountingPolicies Note 2 - Summary of Significant Accounting Policies Notes 10 false false R11.htm 010 - Disclosure - Note 3 - Acquisitions and Reorganisation Sheet http://www.cninsure.net/role/Note3AcquisitionsandReorganisation Note 3 - Acquisitions and Reorganisation Notes 11 false false R12.htm 011 - Disclosure - Note 4 - Other Receivables Sheet http://www.cninsure.net/role/Note4OtherReceivables Note 4 - Other Receivables Notes 12 false false R13.htm 012 - Disclosure - Note 5 - Property, Plant and Equipment Sheet http://www.cninsure.net/role/Note5PropertyPlantandEquipment Note 5 - Property, Plant and Equipment Notes 13 false false R14.htm 013 - Disclosure - Note 6 - Goodwill Sheet http://www.cninsure.net/role/Note6Goodwill Note 6 - Goodwill Notes 14 false false R15.htm 014 - Disclosure - Note 7 - Investment in Affiliates Sheet http://www.cninsure.net/role/Note7InvestmentinAffiliates Note 7 - Investment in Affiliates Notes 15 false false R16.htm 015 - Disclosure - Note 8 - Variable Interest Entities Sheet http://www.cninsure.net/role/Note8VariableInterestEntities Note 8 - Variable Interest Entities Notes 16 false false R17.htm 016 - Disclosure - Note 9 - Other Payables and Accrued Expenses Sheet http://www.cninsure.net/role/Note9OtherPayablesandAccruedExpenses Note 9 - Other Payables and Accrued Expenses Notes 17 false false R18.htm 017 - Disclosure - Note 10 - Employee Benefit Plans Sheet http://www.cninsure.net/role/Note10EmployeeBenefitPlans Note 10 - Employee Benefit Plans Notes 18 false false R19.htm 018 - Disclosure - Note 11 - Income Taxes Sheet http://www.cninsure.net/role/Note11IncomeTaxes Note 11 - Income Taxes Notes 19 false false R20.htm 019 - Disclosure - Note 12 - Capital Structure Sheet http://www.cninsure.net/role/Note12CapitalStructure Note 12 - Capital Structure Notes 20 false false R21.htm 020 - Disclosure - Note 13 - Net Income Per Share Sheet http://www.cninsure.net/role/Note13NetIncomePerShare Note 13 - Net Income Per Share Notes 21 false false R22.htm 021 - Disclosure - Note 14 - Distribution of Profits Sheet http://www.cninsure.net/role/Note14DistributionofProfits Note 14 - Distribution of Profits Notes 22 false false R23.htm 022 - Disclosure - Note 15 - Related Party Balances and Transactions Sheet http://www.cninsure.net/role/Note15RelatedPartyBalancesandTransactions Note 15 - Related Party Balances and Transactions Notes 23 false false R24.htm 023 - Disclosure - Note 16 - Commitments and Contingencies Sheet http://www.cninsure.net/role/Note16CommitmentsandContingencies Note 16 - Commitments and Contingencies Notes 24 false false R25.htm 024 - Disclosure - Note 17 - Concentrations of Credit Risk Sheet http://www.cninsure.net/role/Note17ConcentrationsofCreditRisk Note 17 - Concentrations of Credit Risk Notes 25 false false R26.htm 025 - Disclosure - Note 18 - Non-Cash Transactions Sheet http://www.cninsure.net/role/Note18NonCashTransactions Note 18 - Non-Cash Transactions Notes 26 false false R27.htm 026 - Disclosure - Note 19 - Share-based Compensation Sheet http://www.cninsure.net/role/Note19SharebasedCompensation Note 19 - Share-based Compensation Notes 27 false false R28.htm 027 - Disclosure - Note 20 - Restricted Net Assets Sheet http://www.cninsure.net/role/Note20RestrictedNetAssets Note 20 - Restricted Net Assets Notes 28 false false R29.htm 028 - Disclosure - Note 21 - Segment Reporting Sheet http://www.cninsure.net/role/Note21SegmentReporting Note 21 - Segment Reporting Notes 29 false false R30.htm 029 - Disclosure - Note 22 - Subsequent Event Sheet http://www.cninsure.net/role/Note22SubsequentEvent Note 22 - Subsequent Event Notes 30 false false R31.htm 030 - Disclosure - Schedule 1 - Condensed Financial Statements of the Company Sheet http://www.cninsure.net/role/Schedule1CondensedFinancialStatementsoftheCompany Schedule 1 - Condensed Financial Statements of the Company Notes 31 false false R32.htm 031 - Disclosure - Accounting Policies, by Policy (Policies) Sheet http://www.cninsure.net/role/AccountingPoliciesByPolicy Accounting Policies, by Policy (Policies) Policies http://www.cninsure.net/role/Note2SummaryofSignificantAccountingPolicies 32 false false R33.htm 032 - Disclosure - Note 2 - Summary of Significant Accounting Policies (Tables) Sheet http://www.cninsure.net/role/Note2SummaryofSignificantAccountingPoliciesTables Note 2 - Summary of Significant Accounting Policies (Tables) Tables http://www.cninsure.net/role/Note2SummaryofSignificantAccountingPolicies 33 false false R34.htm 033 - Disclosure - Note 3 - Acquisitions and Reorganisation (Tables) Sheet http://www.cninsure.net/role/Note3AcquisitionsandReorganisationTables Note 3 - Acquisitions and Reorganisation (Tables) Tables http://www.cninsure.net/role/Note3AcquisitionsandReorganisation 34 false false R35.htm 034 - Disclosure - Note 4 - Other Receivables (Tables) Sheet http://www.cninsure.net/role/Note4OtherReceivablesTables Note 4 - Other Receivables (Tables) Tables http://www.cninsure.net/role/Note4OtherReceivables 35 false false R36.htm 035 - Disclosure - Note 5 - Property, Plant and Equipment (Tables) Sheet http://www.cninsure.net/role/Note5PropertyPlantandEquipmentTables Note 5 - Property, Plant and Equipment (Tables) Tables http://www.cninsure.net/role/Note5PropertyPlantandEquipment 36 false false R37.htm 036 - Disclosure - Note 6 - Goodwill (Tables) Sheet http://www.cninsure.net/role/Note6GoodwillTables Note 6 - Goodwill (Tables) Tables http://www.cninsure.net/role/Note6Goodwill 37 false false R38.htm 037 - Disclosure - Note 7 - Investment in Affiliates (Tables) Sheet http://www.cninsure.net/role/Note7InvestmentinAffiliatesTables Note 7 - Investment in Affiliates (Tables) Tables http://www.cninsure.net/role/Note7InvestmentinAffiliates 38 false false R39.htm 038 - Disclosure - Note 8 - Variable Interest Entities (Tables) Sheet http://www.cninsure.net/role/Note8VariableInterestEntitiesTables Note 8 - Variable Interest Entities (Tables) Tables http://www.cninsure.net/role/Note8VariableInterestEntities 39 false false R40.htm 039 - Disclosure - Note 9 - Other Payables and Accrued Expenses (Tables) Sheet http://www.cninsure.net/role/Note9OtherPayablesandAccruedExpensesTables Note 9 - Other Payables and Accrued Expenses (Tables) Tables http://www.cninsure.net/role/Note9OtherPayablesandAccruedExpenses 40 false false R41.htm 040 - Disclosure - Note 11 - Income Taxes (Tables) Sheet http://www.cninsure.net/role/Note11IncomeTaxesTables Note 11 - Income Taxes (Tables) Tables http://www.cninsure.net/role/Note11IncomeTaxes 41 false false R42.htm 041 - Disclosure - Note 13 - Net Income Per Share (Tables) Sheet http://www.cninsure.net/role/Note13NetIncomePerShareTables Note 13 - Net Income Per Share (Tables) Tables http://www.cninsure.net/role/Note13NetIncomePerShare 42 false false R43.htm 042 - Disclosure - Note 15 - Related Party Balances and Transactions (Tables) Sheet http://www.cninsure.net/role/Note15RelatedPartyBalancesandTransactionsTables Note 15 - Related Party Balances and Transactions (Tables) Tables http://www.cninsure.net/role/Note15RelatedPartyBalancesandTransactions 43 false false R44.htm 043 - Disclosure - Note 16 - Commitments and Contingencies (Tables) Sheet http://www.cninsure.net/role/Note16CommitmentsandContingenciesTables Note 16 - Commitments and Contingencies (Tables) Tables http://www.cninsure.net/role/Note16CommitmentsandContingencies 44 false false R45.htm 044 - Disclosure - Note 17 - Concentrations of Credit Risk (Tables) Sheet http://www.cninsure.net/role/Note17ConcentrationsofCreditRiskTables Note 17 - Concentrations of Credit Risk (Tables) Tables http://www.cninsure.net/role/Note17ConcentrationsofCreditRisk 45 false false R46.htm 045 - Disclosure - Note 18 - Non-Cash Transactions (Tables) Sheet http://www.cninsure.net/role/Note18NonCashTransactionsTables Note 18 - Non-Cash Transactions (Tables) Tables http://www.cninsure.net/role/Note18NonCashTransactions 46 false false R47.htm 046 - Disclosure - Note 19 - Share-based Compensation (Tables) Sheet http://www.cninsure.net/role/Note19SharebasedCompensationTables Note 19 - Share-based Compensation (Tables) Tables http://www.cninsure.net/role/Note19SharebasedCompensation 47 false false R48.htm 047 - Disclosure - Note 21 - Segment Reporting (Tables) Sheet http://www.cninsure.net/role/Note21SegmentReportingTables Note 21 - Segment Reporting (Tables) Tables http://www.cninsure.net/role/Note21SegmentReporting 48 false false R49.htm 048 - Disclosure - Schedule 1 - Condensed Financial Statements of the Company (Tables) Sheet http://www.cninsure.net/role/Schedule1CondensedFinancialStatementsoftheCompanyTables Schedule 1 - Condensed Financial Statements of the Company (Tables) Tables http://www.cninsure.net/role/Schedule1CondensedFinancialStatementsoftheCompany 49 false false R50.htm 049 - Disclosure - Note 2 - Summary of Significant Accounting Policies (Details) Sheet http://www.cninsure.net/role/Note2SummaryofSignificantAccountingPoliciesDetails Note 2 - Summary of Significant Accounting Policies (Details) Details http://www.cninsure.net/role/Note2SummaryofSignificantAccountingPoliciesTables 50 false false R51.htm 050 - Disclosure - Note 2 - Summary of Significant Accounting Policies (Details) - Accounts Receivable, Net Sheet http://www.cninsure.net/role/AccountsReceivableNetTable Note 2 - Summary of Significant Accounting Policies (Details) - Accounts Receivable, Net Details http://www.cninsure.net/role/Note2SummaryofSignificantAccountingPoliciesTables 51 false false R52.htm 051 - Disclosure - Note 2 - Summary of Significant Accounting Policies (Details) - Movement of the Group???s Allowance for Doubtful Accounts Sheet http://www.cninsure.net/role/MovementoftheGroupsAllowanceforDoubtfulAccountsTable Note 2 - Summary of Significant Accounting Policies (Details) - Movement of the Group???s Allowance for Doubtful Accounts Details http://www.cninsure.net/role/Note2SummaryofSignificantAccountingPoliciesTables 52 false false R53.htm 052 - Disclosure - Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives Sheet http://www.cninsure.net/role/EstimatedUsefulLivesTable Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives Details http://www.cninsure.net/role/Note2SummaryofSignificantAccountingPoliciesTables 53 false false R54.htm 053 - Disclosure - Note 2 - Summary of Significant Accounting Policies (Details) - Depreciation Sheet http://www.cninsure.net/role/DepreciationTable Note 2 - Summary of Significant Accounting Policies (Details) - Depreciation Details http://www.cninsure.net/role/Note2SummaryofSignificantAccountingPoliciesTables 54 false false R55.htm 054 - Disclosure - Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net Sheet http://www.cninsure.net/role/IntangibleAssetsNetTable Note 2 - Summary of Significant Accounting Policies (Details) - Intangible Assets, Net Details http://www.cninsure.net/role/Note2SummaryofSignificantAccountingPoliciesTables 55 false false R56.htm 055 - Disclosure - Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value Measurement on a Recurring Basis Sheet http://www.cninsure.net/role/FairValueMeasurementonaRecurringBasisTable Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value Measurement on a Recurring Basis Details http://www.cninsure.net/role/Note2SummaryofSignificantAccountingPoliciesTables 56 false false R57.htm 056 - Disclosure - Note 3 - Acquisitions and Reorganisation (Details) Sheet http://www.cninsure.net/role/Note3AcquisitionsandReorganisationDetails Note 3 - Acquisitions and Reorganisation (Details) Details http://www.cninsure.net/role/Note3AcquisitionsandReorganisationTables 57 false false R58.htm 057 - Disclosure - Note 3 - Acquisitions and Reorganisation (Details) - Changes in Group's Equity as a Result of Acquisition Sheet http://www.cninsure.net/role/ChangesinGroupsEquityasaResultofAcquisitionTable Note 3 - Acquisitions and Reorganisation (Details) - Changes in Group's Equity as a Result of Acquisition Details http://www.cninsure.net/role/Note3AcquisitionsandReorganisationTables 58 false false R59.htm 058 - Disclosure - Note 3 - Acquisitions and Reorganisation (Details) - Purchase Price Allocation Sheet http://www.cninsure.net/role/PurchasePriceAllocationTable Note 3 - Acquisitions and Reorganisation (Details) - Purchase Price Allocation Details http://www.cninsure.net/role/Note3AcquisitionsandReorganisationTables 59 false false R60.htm 059 - Disclosure - Note 3 - Acquisitions and Reorganisation (Details) - Acquired Intangible Assets Sheet http://www.cninsure.net/role/AcquiredIntangibleAssetsTable Note 3 - Acquisitions and Reorganisation (Details) - Acquired Intangible Assets Details http://www.cninsure.net/role/Note3AcquisitionsandReorganisationTables 60 false false R61.htm 060 - Disclosure - Note 3 - Acquisitions and Reorganisation (Details) - Unaudited Pro Forma Information Sheet http://www.cninsure.net/role/UnauditedProFormaInformationTable Note 3 - Acquisitions and Reorganisation (Details) - Unaudited Pro Forma Information Details http://www.cninsure.net/role/Note3AcquisitionsandReorganisationTables 61 false false R62.htm 061 - Disclosure - Note 4 - Other Receivables (Details) Sheet http://www.cninsure.net/role/Note4OtherReceivablesDetails Note 4 - Other Receivables (Details) Details http://www.cninsure.net/role/Note4OtherReceivablesTables 62 false false R63.htm 062 - Disclosure - Note 4 - Other Receivables (Details) - Other Receivables, Net Sheet http://www.cninsure.net/role/OtherReceivablesNetTable Note 4 - Other Receivables (Details) - Other Receivables, Net Details http://www.cninsure.net/role/Note4OtherReceivablesTables 63 false false R64.htm 063 - Disclosure - Note 5 - Property, Plant and Equipment (Details) Sheet http://www.cninsure.net/role/Note5PropertyPlantandEquipmentDetails Note 5 - Property, Plant and Equipment (Details) Details http://www.cninsure.net/role/Note5PropertyPlantandEquipmentTables 64 false false R65.htm 064 - Disclosure - Note 5 - Property, Plant and Equipment (Details) - Property, Plant and Equipment, Net Sheet http://www.cninsure.net/role/PropertyPlantandEquipmentNetTable Note 5 - Property, Plant and Equipment (Details) - Property, Plant and Equipment, Net Details http://www.cninsure.net/role/Note5PropertyPlantandEquipmentTables 65 false false R66.htm 065 - Disclosure - Note 6 - Goodwill (Details) Sheet http://www.cninsure.net/role/Note6GoodwillDetails Note 6 - Goodwill (Details) Details http://www.cninsure.net/role/Note6GoodwillTables 66 false false R67.htm 066 - Disclosure - Note 6 - Goodwill (Details) - Goodwill Activity Sheet http://www.cninsure.net/role/GoodwillActivityTable Note 6 - Goodwill (Details) - Goodwill Activity Details http://www.cninsure.net/role/Note6GoodwillTables 67 false false R68.htm 067 - Disclosure - Note 6 - Goodwill (Details) - Goodwill and Accumulated Impairment Losses Sheet http://www.cninsure.net/role/GoodwillandAccumulatedImpairmentLossesTable Note 6 - Goodwill (Details) - Goodwill and Accumulated Impairment Losses Details http://www.cninsure.net/role/Note6GoodwillTables 68 false false R69.htm 068 - Disclosure - Note 7 - Investment in Affiliates (Details) Sheet http://www.cninsure.net/role/Note7InvestmentinAffiliatesDetails Note 7 - Investment in Affiliates (Details) Details http://www.cninsure.net/role/Note7InvestmentinAffiliatesTables 69 false false R70.htm 069 - Disclosure - Note 7 - Investment in Affiliates (Details) - Investment in Affiliates Sheet http://www.cninsure.net/role/InvestmentinAffiliatesTable Note 7 - Investment in Affiliates (Details) - Investment in Affiliates Details http://www.cninsure.net/role/Note7InvestmentinAffiliatesTables 70 false false R71.htm 070 - Disclosure - Note 7 - Investment in Affiliates (Details) - Financial Information of Equity Method Investees - Balance Sheets Sheet http://www.cninsure.net/role/FinancialInformationofEquityMethodInvesteesBalanceSheetsTable Note 7 - Investment in Affiliates (Details) - Financial Information of Equity Method Investees - Balance Sheets Details http://www.cninsure.net/role/Note7InvestmentinAffiliatesTables 71 false false R72.htm 071 - Disclosure - Note 7 - Investment in Affiliates (Details) - Financial Information of Equity Method Investees - Income Statements Sheet http://www.cninsure.net/role/FinancialInformationofEquityMethodInvesteesIncomeStatementsTable Note 7 - Investment in Affiliates (Details) - Financial Information of Equity Method Investees - Income Statements Details http://www.cninsure.net/role/Note7InvestmentinAffiliatesTables 72 false false R73.htm 072 - Disclosure - Note 8 - Variable Interest Entities (Details) Sheet http://www.cninsure.net/role/Note8VariableInterestEntitiesDetails Note 8 - Variable Interest Entities (Details) Details http://www.cninsure.net/role/Note8VariableInterestEntitiesTables 73 false false R74.htm 073 - Disclosure - Note 8 - Variable Interest Entities (Details) - Financial Information of the Company???s VIEs - Balance Sheets Sheet http://www.cninsure.net/role/FinancialInformationoftheCompanysVIEsBalanceSheetsTable Note 8 - Variable Interest Entities (Details) - Financial Information of the Company???s VIEs - Balance Sheets Details http://www.cninsure.net/role/Note8VariableInterestEntitiesTables 74 false false R75.htm 074 - Disclosure - Note 8 - Variable Interest Entities (Details) - Financial Information of the Company???s VIEs - Income Statements Sheet http://www.cninsure.net/role/FinancialInformationoftheCompanysVIEsIncomeStatementsTable Note 8 - Variable Interest Entities (Details) - Financial Information of the Company???s VIEs - Income Statements Details http://www.cninsure.net/role/Note8VariableInterestEntitiesTables 75 false false R76.htm 075 - Disclosure - Note 9 - Other Payables and Accrued Expenses (Details) Sheet http://www.cninsure.net/role/Note9OtherPayablesandAccruedExpensesDetails Note 9 - Other Payables and Accrued Expenses (Details) Details http://www.cninsure.net/role/Note9OtherPayablesandAccruedExpensesTables 76 false false R77.htm 076 - Disclosure - Note 9 - Other Payables and Accrued Expenses (Details) - Other Payables and Accrued Expenses Sheet http://www.cninsure.net/role/OtherPayablesandAccruedExpensesTable Note 9 - Other Payables and Accrued Expenses (Details) - Other Payables and Accrued Expenses Details http://www.cninsure.net/role/Note9OtherPayablesandAccruedExpensesTables 77 false false R78.htm 077 - Disclosure - Note 10 - Employee Benefit Plans (Details) Sheet http://www.cninsure.net/role/Note10EmployeeBenefitPlansDetails Note 10 - Employee Benefit Plans (Details) Details http://www.cninsure.net/role/Note10EmployeeBenefitPlans 78 false false R79.htm 078 - Disclosure - Note 11 - Income Taxes (Details) Sheet http://www.cninsure.net/role/Note11IncomeTaxesDetails Note 11 - Income Taxes (Details) Details http://www.cninsure.net/role/Note11IncomeTaxesTables 79 false false R80.htm 079 - Disclosure - Note 11 - Income Taxes (Details) - Unrecognized Tax Benefits Sheet http://www.cninsure.net/role/UnrecognizedTaxBenefitsTable Note 11 - Income Taxes (Details) - Unrecognized Tax Benefits Details http://www.cninsure.net/role/Note11IncomeTaxesTables 80 false false R81.htm 080 - Disclosure - Note 11 - Income Taxes (Details) - Income Tax Expenses Sheet http://www.cninsure.net/role/IncomeTaxExpensesTable Note 11 - Income Taxes (Details) - Income Tax Expenses Details http://www.cninsure.net/role/Note11IncomeTaxesTables 81 false false R82.htm 081 - Disclosure - Note 11 - Income Taxes (Details) - Deferred Income Tax Assets and Liabilities Sheet http://www.cninsure.net/role/DeferredIncomeTaxAssetsandLiabilitiesTable Note 11 - Income Taxes (Details) - Deferred Income Tax Assets and Liabilities Details http://www.cninsure.net/role/Note11IncomeTaxesTables 82 false false R83.htm 082 - Disclosure - Note 11 - Income Taxes (Details) - Reconciliation of Income Taxes Sheet http://www.cninsure.net/role/ReconciliationofIncomeTaxesTable Note 11 - Income Taxes (Details) - Reconciliation of Income Taxes Details http://www.cninsure.net/role/Note11IncomeTaxesTables 83 false false R84.htm 083 - Disclosure - Note 12 - Capital Structure (Details) Sheet http://www.cninsure.net/role/Note12CapitalStructureDetails Note 12 - Capital Structure (Details) Details http://www.cninsure.net/role/Note12CapitalStructure 84 false false R85.htm 084 - Disclosure - Note 13 - Net Income Per Share (Details) Sheet http://www.cninsure.net/role/Note13NetIncomePerShareDetails Note 13 - Net Income Per Share (Details) Details http://www.cninsure.net/role/Note13NetIncomePerShareTables 85 false false R86.htm 085 - Disclosure - Note 13 - Net Income Per Share (Details) - Net Income (Loss) per Share Sheet http://www.cninsure.net/role/NetIncomeLossperShareTable Note 13 - Net Income Per Share (Details) - Net Income (Loss) per Share Details http://www.cninsure.net/role/Note13NetIncomePerShareTables 86 false false R87.htm 086 - Disclosure - Note 14 - Distribution of Profits (Details) Sheet http://www.cninsure.net/role/Note14DistributionofProfitsDetails Note 14 - Distribution of Profits (Details) Details http://www.cninsure.net/role/Note14DistributionofProfits 87 false false R88.htm 087 - Disclosure - Note 15 - Related Party Balances and Transactions (Details) Sheet http://www.cninsure.net/role/Note15RelatedPartyBalancesandTransactionsDetails Note 15 - Related Party Balances and Transactions (Details) Details http://www.cninsure.net/role/Note15RelatedPartyBalancesandTransactionsTables 88 false false R89.htm 088 - Disclosure - Note 15 - Related Party Balances and Transactions (Details) - Due from and Due to Related Parties Sheet http://www.cninsure.net/role/DuefromandDuetoRelatedPartiesTable Note 15 - Related Party Balances and Transactions (Details) - Due from and Due to Related Parties Details http://www.cninsure.net/role/Note15RelatedPartyBalancesandTransactionsTables 89 false false R90.htm 089 - Disclosure - Note 16 - Commitments and Contingencies (Details) Sheet http://www.cninsure.net/role/Note16CommitmentsandContingenciesDetails Note 16 - Commitments and Contingencies (Details) Details http://www.cninsure.net/role/Note16CommitmentsandContingenciesTables 90 false false R91.htm 090 - Disclosure - Note 16 - Commitments and Contingencies (Details) - Future Minimum Lease Payments under Non-cancelable Operating Leases Sheet http://www.cninsure.net/role/FutureMinimumLeasePaymentsunderNoncancelableOperatingLeasesTable Note 16 - Commitments and Contingencies (Details) - Future Minimum Lease Payments under Non-cancelable Operating Leases Details http://www.cninsure.net/role/Note16CommitmentsandContingenciesTables 91 false false R92.htm 091 - Disclosure - Note 17 - Concentrations of Credit Risk (Details) - Concentration Risk - Net Revenues Sheet http://www.cninsure.net/role/ConcentrationRiskNetRevenuesTable Note 17 - Concentrations of Credit Risk (Details) - Concentration Risk - Net Revenues Details http://www.cninsure.net/role/Note17ConcentrationsofCreditRiskTables 92 false false R93.htm 092 - Disclosure - Note 17 - Concentrations of Credit Risk (Details) - Concentration Risk - Accounts Receivable Sheet http://www.cninsure.net/role/ConcentrationRiskAccountsReceivableTable Note 17 - Concentrations of Credit Risk (Details) - Concentration Risk - Accounts Receivable Details http://www.cninsure.net/role/Note17ConcentrationsofCreditRiskTables 93 false false R94.htm 093 - Disclosure - Note 18 - Non-Cash Transactions (Details) - Non-Cash Investing Activities Sheet http://www.cninsure.net/role/NonCashInvestingActivitiesTable Note 18 - Non-Cash Transactions (Details) - Non-Cash Investing Activities Details http://www.cninsure.net/role/Note18NonCashTransactionsTables 94 false false R95.htm 094 - Disclosure - Note 19 - Share-based Compensation (Details) Sheet http://www.cninsure.net/role/Note19SharebasedCompensationDetails Note 19 - Share-based Compensation (Details) Details http://www.cninsure.net/role/Note19SharebasedCompensationTables 95 false false R96.htm 095 - Disclosure - Note 19 - Share-based Compensation (Details) - 2012 Option G -Fair Value Assumptions Sheet http://www.cninsure.net/role/2012OptionGFairValueAssumptionsTable Note 19 - Share-based Compensation (Details) - 2012 Option G -Fair Value Assumptions Details http://www.cninsure.net/role/Note19SharebasedCompensationTables 96 false false R97.htm 096 - Disclosure - Note 19 - Share-based Compensation (Details) - 2012 Inscom Options H - Fair Value Assumptions Sheet http://www.cninsure.net/role/2012InscomOptionsHFairValueAssumptionsTable Note 19 - Share-based Compensation (Details) - 2012 Inscom Options H - Fair Value Assumptions Details http://www.cninsure.net/role/Note19SharebasedCompensationTables 97 false false R98.htm 097 - Disclosure - Note 19 - Share-based Compensation (Details) - 2009 Options - Fair Value Assumptions Sheet http://www.cninsure.net/role/2009OptionsFairValueAssumptionsTable Note 19 - Share-based Compensation (Details) - 2009 Options - Fair Value Assumptions Details http://www.cninsure.net/role/Note19SharebasedCompensationTables 98 false false R99.htm 098 - Disclosure - Note 19 - Share-based Compensation (Details) - 2008 Options - Fair Value Assumptions Sheet http://www.cninsure.net/role/2008OptionsFairValueAssumptionsTable Note 19 - Share-based Compensation (Details) - 2008 Options - Fair Value Assumptions Details http://www.cninsure.net/role/Note19SharebasedCompensationTables 99 false false R100.htm 099 - Disclosure - Note 19 - Share-based Compensation (Details) - Stock Option Activity Sheet http://www.cninsure.net/role/StockOptionActivityTable Note 19 - Share-based Compensation (Details) - Stock Option Activity Details http://www.cninsure.net/role/Note19SharebasedCompensationTables 100 false false R101.htm 100 - Disclosure - Note 19 - Share-based Compensation (Details) - Information about Share Option Plans Sheet http://www.cninsure.net/role/InformationaboutShareOptionPlansTable Note 19 - Share-based Compensation (Details) - Information about Share Option Plans Details http://www.cninsure.net/role/Note19SharebasedCompensationTables 101 false false R102.htm 101 - Disclosure - Note 19 - Share-based Compensation (Details) - Stock Options Outstanding Sheet http://www.cninsure.net/role/StockOptionsOutstandingTable Note 19 - Share-based Compensation (Details) - Stock Options Outstanding Details http://www.cninsure.net/role/Note19SharebasedCompensationTables 102 false false R103.htm 102 - Disclosure - Note 20 - Restricted Net Assets (Details) Sheet http://www.cninsure.net/role/Note20RestrictedNetAssetsDetails Note 20 - Restricted Net Assets (Details) Details http://www.cninsure.net/role/Note20RestrictedNetAssets 103 false false R104.htm 103 - Disclosure - Note 21 - Segment Reporting (Details) Sheet http://www.cninsure.net/role/Note21SegmentReportingDetails Note 21 - Segment Reporting (Details) Details http://www.cninsure.net/role/Note21SegmentReportingTables 104 false false R105.htm 104 - Disclosure - Note 21 - Segment Reporting (Details) - Group???s Operations by Business Segment Sheet http://www.cninsure.net/role/GroupsOperationsbyBusinessSegmentTable Note 21 - Segment Reporting (Details) - Group???s Operations by Business Segment Details http://www.cninsure.net/role/Note21SegmentReportingTables 105 false false R106.htm 105 - Disclosure - Note 21 - Segment Reporting (Details) - Segment Assets Sheet http://www.cninsure.net/role/SegmentAssetsTable Note 21 - Segment Reporting (Details) - Segment Assets Details http://www.cninsure.net/role/Note21SegmentReportingTables 106 false false R107.htm 106 - Disclosure - Note 22 - Subsequent Event (Details) Sheet http://www.cninsure.net/role/Note22SubsequentEventDetails Note 22 - Subsequent Event (Details) Details http://www.cninsure.net/role/Note22SubsequentEvent 107 false false R108.htm 107 - Disclosure - Schedule 1 - Condensed Financial Statements of the Company (Details) Sheet http://www.cninsure.net/role/Schedule1CondensedFinancialStatementsoftheCompanyDetails Schedule 1 - Condensed Financial Statements of the Company (Details) Details http://www.cninsure.net/role/Schedule1CondensedFinancialStatementsoftheCompanyTables 108 false false R109.htm 108 - Disclosure - Schedule 1 - Condensed Financial Statements of the Company (Details) - Condensed Balance Sheet Sheet http://www.cninsure.net/role/CondensedBalanceSheetTable Schedule 1 - Condensed Financial Statements of the Company (Details) - Condensed Balance Sheet Details http://www.cninsure.net/role/Schedule1CondensedFinancialStatementsoftheCompanyTables 109 false false R110.htm 109 - Disclosure - Schedule 1 - Condensed Financial Statements of the Company (Details) - Condensed Balance Sheet (Parentheticals) Sheet http://www.cninsure.net/role/CondensedBalanceSheetTable_Parentheticals Schedule 1 - Condensed Financial Statements of the Company (Details) - Condensed Balance Sheet (Parentheticals) Details http://www.cninsure.net/role/Schedule1CondensedFinancialStatementsoftheCompanyTables 110 false false R111.htm 110 - Disclosure - Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Income and Comprehensive Income Sheet http://www.cninsure.net/role/StatementsofIncomeandComprehensiveIncomeTable Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Income and Comprehensive Income Details http://www.cninsure.net/role/Schedule1CondensedFinancialStatementsoftheCompanyTables 111 false false R112.htm 111 - Disclosure - Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Shareholders??? Equity Sheet http://www.cninsure.net/role/StatementsofShareholdersEquityTable Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Shareholders??? Equity Details http://www.cninsure.net/role/Schedule1CondensedFinancialStatementsoftheCompanyTables 112 false false R113.htm 112 - Disclosure - Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Cash Flows Sheet http://www.cninsure.net/role/StatementsofCashFlowsTable Schedule 1 - Condensed Financial Statements of the Company (Details) - Statements of Cash Flows Details http://www.cninsure.net/role/Schedule1CondensedFinancialStatementsoftheCompanyTables 113 false false All Reports Book All Reports cisg-20151231.xml cisg-20151231.xsd cisg-20151231_cal.xml cisg-20151231_def.xml cisg-20151231_lab.xml cisg-20151231_pre.xml true true ZIP 137 0001171843-16-009319-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001171843-16-009319-xbrl.zip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�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̭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�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end